BJD Alien Force Season 3
by marc1986
Summary: After the events of BJD Ghoul School. Ms. Grimwood along with her ghouls, the Fentons, and the Longs move to Bellwood to relax and to help Ben with his alien adversaries.
1. Chapter 1

Ben 10: Characters and Locations from Man of Action and Cartoon Network

American Dragon - Jake Long: Characters are from Disney

Danny Phantom: Characters are from Nickelodeon

Ghoul School: Characters are from Hannah Barbara

BJD Alien Force 1

Vengeance of Vilgax Part 1

On Earth everything couldn't be better Jake, Danny, and Ben now had their own girlfriends - ones that were okay over what they were. Sadly there are other worlds that could not say the same. The center of the planet looked like a war zone, and there was one person that was in trouble. "Synaptak!" A female shouted when she saw a brain in a jar buried under some rubble. "Hang on! I'm coming for you!" She shouted while leaping along the debris to her teammates location. "Please be alright." The female warrior said while digging him out but was interrupted by the attacker.

'That takes care of that weak Tetramand.' A familiar villain thought after seeing her hit a still standing wall, and was buried just like her friend. "Where is he?!" The green skinned warrior shouted aloud after his throw. "Where is Ultimo?!" He added to his first comment since that was his true target - at least for this planet.

"Right here, Vilgax!" The warrior in question shouted in the distance before flying right at the man responsible for the devastation around them. "And rest assured you will pay dearly for your craven attack on my teammates." The third cape added to his earlier statement while flying right at him. "The galactic code of conduct -." He was going to explain himself but was soon focused on punching out a yellow shield that materialized on the enemy's left arm.

"The galactic code of conduct says that the conqueror's challenge is between the greatest warrior of the attacking race and the greatest warrior of the planet under attack. That's me…and you." The one known as Vilgax explained after knocking Ultimo away with his shield, kneeing him in the stomach, and twin fisting him to the ground. After he was done pacing as he spoke the conqueror saw his prey getting up so he kicked him in the face. "Your teammates cheated. But that doesn't change the outcome." The enemy continued to say to the defeated one.

"I am the most powerful hero on this planet. I'll perish before I let it fall into your hands." Ultimo said defiantly while getting back to his feet even though he knew that his fate had been sealed the moment he accepted the challenge.

"Yes, you will." The squid chinned one said back before firing a beam from his right hand. The red beam made direct contact with the champion's chest, but to the attacker's surprise Ultimo was not dead. "I salute you." He started to say as he kept the beam constant, and focused on his prey before adding, "Few have withstood an assault from the Ruby Ray of Ulo." He saw that the man was in fact still trying to move.

"I…can't…let you…win!" The Galactic Enforcer struggled to say while his body was slowly failing him.

"The battle is over, hero. Go now to your rest." Vilgax said before deactivating the beam, and let his prey collapse to the ground. 'Just to be sure.' He thought and plowed his message home which caused a shockwave to be heard in all directions. The conqueror saw that his drones were carrying a familiar device over to ground zero, one that he intends to use again. "People of planet T.K., I have defeated your champion! By the rules of the galactic code, as ratified by the Casey-Kelly accords, I claim dominion over this planet." He said to those that were still hiding in the buildings.

"Congratulations, Lord Vilgax, conqueror of 10 worlds." A black and white faced alien with red eyes and a black and red uniform said to the stronger man.

"Prepare the transfer, Lackey." The invader ordered to the butt-kisser since the latest grunt knew what he meant by now.

"As you command, master." The other said before nodding to the drones. The six mechanical men walked over to the defeated one while carrying the device. Once it was close enough they set it back down causing the second organic thug to take a clamp attachment, and attach it to Ultimo's neck.

'I always hate this part.' Vilgax thought as he watched the cable to the clamp glow bright blue; as did the device itself. Once a pair of handles came out of the device the squid headed one took hold of them, and felt new energy course through him.

"It is done." The grunt said as he saw the withered husk of Ultimo in the blast zone, and knew that his device worked like a charm again. "Ultimo's powers are now yours." He explained even though his master already knew that.

"The power of the greatest heroes of 10 worlds surges within me!" Vilgax shouted while slowly closing both hands into fists, and in truth he liked that feeling. "Finally, I am ready to take my revenge." The invader said as he recalled what that particular To`kustar did to him.

"Master?" The gopher questioned even though he knew who the conqueror was speaking of. In order to make his point Vilgax leapt on top of the device and said to all of them:

"We travel to Earth, where I will destroy that backwater world's greatest hero - Ben Tennyson!" Vilgax said to them all before him and the others teleported to his ship, so they could deal with that warrior. On the planet in question a few heroes were having their hands full at the moment.

'I took down the Dark Dragon, and I can't take down this lightweight.' The red skinned wonder thought as he Gwen, Kevin, and Danny were dealing with a Naga alien. The absorber tried to attack, but was backhanded away. 'Maybe this works better.' The New Yorker thought before using a flame attack.

'That was unpleasant.' The enemy thought after recoiling from the attack, but was soon attacked by Mana spheres. He dodged them with relative ease and wrapped his right arm around the female before lifting her into the air. 'Time to feast.' He thought before using the hand attached to his arm to eat the red head, but was denied by a strange green beam.

"Back off Scaly!" A white haired hero, the one that shot the beam, said before sending out a barrage of green spheres right at him. "Before I make you into a purse for my girlfriend." He added since he did like surprising her with gifts.

"I thought snakes were supposed to rattle before they strike." Gwen said after being released and landed to the ground with zero damage. The enemy heard her and decided to correct her on that little sentence.

"I'm not a rattlesssssssnake." The Naga said to her before once again going on the attack.

"Whatever . I was just making conversation." She said before hurling more Mana spheres at the slithering scumbag snaking his way to her. Thankfully he was stopped by the mystical one, who shoulder charged the alien, and then waged his clawed finger at the villain.

"Now, now my fellow scaly friend. Is that any way to treat a lady?" The American Dragon said since he was trying to be polite to a similar in species creature, but instead the Naga spits venom in the US defender's face and then knocked him off with his tail.

'Good thing I armored up.' Kevin thought as he leapt over the crouching dragon, landed on the enemy leatherhead, and then started pounding at him. Gwen decided to see to the latest hero.

"Are you okay?" Gwen asked to Jake who was covering his eyes with his hand claws.

"IT BURNS! IT BURNS! WHY DOES IT BURN?!" The mythical beast shouted in anger before letting out a primal dragon roar. Danny who was just floating: watching the former villain try to beat the snake into pudding decided to answer his friend's question.

"Well, my sister Jazz told me, It's made of toxins and amino acid, the oxidizes of which are responsible for the yellow color for some snakes venom." The white haired one thought he was being helpful, but instead he saw Gwen giving him a questionable look and the dragon was glaring in his general direction.

"It was rhetorical, Inviso Bill!" The fellow American shouted in anger, but was soon greeted by water, thanks to Gwen who cut the top of a fire hydrant and angled the spray to hit the injured one's face.

"Feel better?" She questioned in concern; wondering if she was able to act fast enough.

"Yeah, much! Thanks, Gwen. You sure are handy to have around." Jake said after whipping the water away from his eyes.

"Unlike a certain cousin and buddy of ours." The spirit grumbled before flying back into the fray.

"Yeah! Who should have been here an hour ago!" Jake shouted to the others after swinging his tail and the Naga, and nailing him right in the head. The enemy serpent got back up, but suddenly felt cold from behind him.

"I suppose that fancy watch of his doesn't keep good time." The freezable phantom said after taking a break, once he saw the mineral man was going to try another basic punch.

"Where is Ben anyway?!" The former villain shouted in rage, but unknown to them the hero in question was still at his home. He had a Smoothie in his left hand, and his Dhampir girlfriend's waist in the right hand: pleasantly enjoying the taste of his drink, and company of his girl.

"Weren't we supposed to be somewhere?" She questioned to her lover as the two were watching television.

"Don't think so. Why?" He asked back since he wanted to know what she was getting at but she waved it off. With that done the two continued to watch television. As the two were watching an episode known as Malice's Restaurant someone materialized before them.

'An enemy?' The flying fang thought before the two of them rolled off of the bed: Sibella floating and ready to fight and Ben with his hand over an active Omnitrix. The two were about to attack until the creature spoke.

"Whoa! Whoa! Take it easy you two." The visitor said with both arms raised in the way of surrender. "I come in peace, but before I get down to business how about you wheel that chair over." The visitor said, and after that exchange was made he sat down. "Name's Stoker Van Rotten, same planet as Mezu, and those guys wanted to give you stuff even though I bet you already you have a ton of stuff." The mouse man said casually.

"Yeah, I do, but are you Mars' ambassador?" The hero of heroes questioned in confusion as he saw this big gut mouse sitting before him.

"Naw, I just lost at rock, paper, scissors, but I'm still thinking that those green beans were reading my mind." The deliverer said before adding, "Time to get down to business." That said the alien dug into his rather large bag. "The black heads aren't into medals, but they did want you to have a set of their finest armor." He said while pulling it out.

"Very…Julius Caesar." The purple one said as she gazed at the metal that was meant for the savior of the universe. He dug through the bag, and pulled out a medal.

"This is from the green heads, and those guys are into giving away awards." The visitor said before tossing it at the bearer of the Omnitrix.

"What's its name?" The human questioned since all the other ambassadors had names for their medals.

"Beats me. I wasn't really listening. Mezu's people just want you to watch their child, and my people…" He said but stalled as he dug through the bag for the item from his niece - Carbine Cannonblade, but couldn't find it, so he improvised. "Our gift is one of our cycles." He finished by pulling out a keychain, and hit the single button on it.

"Whoa!" The two said before looking through the blinds and saw a motorcycle sitting in his front yard.

"Well, that about does it. See ya around." Stoker said before teleporting away. The two of them piled the armor and award in the closet before going back to the TV. Once a commercial aired about a new movie which caused Ben to squeal with delight, but thankfully his phone rang: saving him from further embarrassment.

"Ben, Its your cousin Gwen." The mana manipulator said on her end of the phone while they were fighting.

"Hi, Gwen." He said to his partner before saying to his girl, "It's Gwen." She smiled good naturedly before replying back:

"I figured." He then listened to the rest of her comment.

"Is this a bad time?" She questioned the hero even though she was not really looking for an answer.

"Not really." He answered back before smiling at the violet vixen to his right. "Just hanging with my girlfriend. Watching TV with my girlfriend. Had an alien visit my girlfriend and me." He said all while smiling at his renewed happiness over that wonderful word.

"We get it already! You and Fangs are dating!" Jake shouted in the background while dealing with the Naga before him.

"Well, I'd hate to interrupt…" She said in a good natured style before getting to the point, "It's just that you are late for our mission…" She stopped again because of the attacker. She created a shield to prevent a stone armor Kevin from being slammed into her, Jake was being spun by his tail, and Danny was trying in vain to pull the opponent away with a headlock. "And the bad guy is kicking our butts. So, if it's not too much trouble…" She stopped again because she knew the more the voice the bigger the noise.

"HERO UP AND GET OVER HERE NOW!" The four of Gwen, Kevin, Jake, and Danny shouted. The shouts were so great that he had to pull the phone away sharply before hanging up.

"Guess what?" He questioned to his girlfriend who gave him a 'what' facial expression, so he went on, "Turns out we did forget something." She hopped off the bed, with her feet on the ground this time.

"Well, we better be off then." The dhampir said to her lover who also got out of bed, but did a small bit of stretching.

"Right." He said back to her, but before activating his device the teen put away the keys to his new bike in his pocket. After a turn or two with the dial Tennyson slammed it down.

"Jetray!" The flight hero said as he still stood in his room. "You gonna be okay, Sibella. I mean it is still day out." He asked her in concern since he did not want anything to happen to her.

"Thanks for your concern, Benji, but I'm a Dhampir. I can walk in sunlight; it just stings my eyes." She said back to him which eased his worry a bit, and when she saw him relax Sibella turned into her bat form. The Aerophibian opened the window, she flew out, and so did he, but the transformed human double backed to close his window.

"We'd better hurry." Sibella said to him in her actual voice after his minor task was complete. The two took to the air, and headed for the spot they remembered to meet the others. The two continued to soar until the bat pointed with her wing at the fight down below.

'Let's try this.' The New Yorker thought after seeing the alien duo fall to the ground he tried a claw swipe, but was too slow causing him to be knocked away by the snake's tail. The spirit threw an ecto-sphere knocking their enemy out…for the moment. The four hero's attention was changed when they heard something:

"Cannonbolt." The alien pillbug shouted as he landed, and Sibella followed his lead going from bat to ghoul form.

"About time!" Jake said in an annoyed tone. He was not upset with his fellow PE teacher; he was mad that they couldn't stop this bottom feeder. "Where were you two?" He questioned since he wandered if they were in the bell tower or his room.

"We are soooo sorry, everyone. Me and Benji were just grateful of having some alone time." The daughter of darkness said with a sheepish expression while twiddling her hair in her fingers: a nervous habit she thought she out grew. "That we forgot and I usually remember this sort of stuff." She explained that this behavior was not in her normal style.

"Well, as long as you're here now." The fellow heroine said to the dhampir. She understood what Sibella was getting at. When defending the world and assorted planets it was hard to get alone time with your boyfriend.

"But we also learned that there's going to be a Sumo Slammers movie." Cannonbolt said to them, and all could hear the glee in the tone of his voice.

"Really? Live action?!" The dragon and absorbing one said together before staring in awe at one another since neither of them were expecting to have something in common with Ben.

"Guys, focus! Huge, scary snake on the loose!" The Amity apparition said to them while pointing at their green skinned thug that was starting to come around.

"It's not a problem, Danny. Creeps like him…um, what's your name?" The Arburian Pelarota said while taking a couple steps forwards, and ended with him pointing at their target.

"I am Sssssserpent: the snake that walks like a man." The now named Naga said to him, and the others. Without wasting a second the changeling balled up and rolled over the enemy three times, and each of those times the others could hear the sound of crushing bones.

"Is it okay if I call you: Road kill - the snake that only made it halfway across the street." The rolling wonder questioned but aside from pain filled groan from the snake the hero of heroes also heard groans from his own teammates.

"What?" The now human Ben Tennyson questioned as the others came up to him.

"Bro, you've got to come up with better jokes. Your gonna start losing your Hero coolness!" Long said to him since he knew one of them had to say it, so it might as well be someone that prefers to be blunt.

"Like Ben had any?" Kevin questioned since in his opinion the Omnitrix owner didn't seem all that cool. The alien hero's girlfriend heard him, so she walked over to him with crossed arms and a sardonic smile on her face.

"It just took him a while to find it." Sibella said, defending her boyfriend before adding with a frown, "Like your car under the dirt and grime." Ordinarily she liked such things but not on the former villain's car.

"HEY! I don't appreciate people dissing my car!" He shouted back to her in anger after releasing his armor at that same moment.

"Then don't 'diss' my Benji." She said while poking his chest with her finger, and continued with, "He's done a whole lot of good things. Like save the universe for one thing." To her someone that could only absorb things could never do such a feat.

"True. True." He said back while nodding his head as if he was agreeing with her before smirking and adding, "But being a hero Benji…" He stalled to smile in a patronizing way at her before finishing with, "Should have saved himself from geekdom ages ago." It was then the dhampir lost it.

'I must hurt him.' She thought with her eyes slowly turning red and a ticked hiss coming out of her lips. At that moment the cousin duo stepped in between them.

"Whoa! Easy there, Sibella." Tennyson said to her since he did not need another fight to happen in the same area.

"Alright, break it up you two. We stopped the bad guy and that's all that matters." The female cousin said to her lover, and knew that he had to at least accept that which he did…reluctantly.

"Gwen's right. Ben defeated the guy like that." The ghost boy said and snapped his fingers to emphasize his point. "So, why don't we all get along and head to Mr. Smoothie." The white haired hero before powering down as did Jake before they all heard the sound of a buss horn.

'It couldn't be.' The black/green haired one thought as he, and the other, looked around for the source. The horn belonged to Miss Grimwood's bus, and no sooner then the vehicle stopped a slender specter phased from the door, and wrapped her arms around Danny's neck; forcing him to fall on his human back.

"Phanty?!" The hero shouted in alarm from the surprise attack. He was able to stand with his beloved still hanging on to him.

"Oh, Darling! I was so worried about you." She said and smothered kisses all around his face. The hero didn't object and let her continue her boo-boo bettering system.

"Someone mind filling us in?" The absorber questioned in annoyance while watching the show beside him. The head mistress who out of kindness guided the other ghouls to the heroes and company with helper floating to her left and Matches on her right shoulder.

"That is my fault, I'm afraid. I heard from Max that you were all reporting to an alien disturbance out here. So, when I accidentally let it slip that you were having trouble…" The red cloaked woman paused to point at the Phantom before finishing with, "She started to…" The lady stalled because she was not sure how to peacefully phrase her student, but was answered by her student.

"Freak out." The mummified one said bluntly for her leader.

"Well…I wouldn't use that word." Grimwood said before continuing with, "More of…became frantic with worry." The bandaged beauty just shrugged since to her both meanings were the same to her.

"So, it was either drive here with her, or listen to her contently worry until you showed up, Danny." Winnie said casually before gesturing over to the buss. "Come to think of it. Didn't you say that you guys were heading to Mr. Smoothie." She questioned and after getting a raised eyebrow from the man in question she pointed to her ears, and he palmed his forehead for being so stupid.

"Then let's head over there. I want to see if they have a pineapple one." Ben said before racing to Kevin's car. As the lot of them were heading for one of their usual hang outs Max had the Rustbucket and was driving to an old training ground with the new Plumbers.

"Shotgun! I called it!" A familiar alien shouted happily as the RV drove along the street. The comment made no sense to the ones in the booth, s o one was able to question about it.

"You're already riding shotgun. Why do you keep calling it over and over?" Helen, the female Kineceleran, asked with crossed arms even thought she never really knew what to make of half the stuff her friend does.

"Cause it's fun to yell shotgun." The teenage Tetramand said back after looking at her from over his shoulder before turning and shouting that one word one more time, "SHOTGUN!" There was a part of him thinking of designing a teched out car and calling it the P-Car, but as he was thinking that his long time friend was thinking something else.

'Why is he such a child.' The speed warrior thought while holding her forehead and shaking it from side to side. Max was reminded of the best Summer of his life with the way Manny was acting; still the senior Plumber felt like reminding them why they were on this road trip.

"Okay, Manny, that's enough. This is a Plumber's training mission, not a-." The senior Tennyson hero started to say, but was stopped by some beeping on his dashboard. The five could see the grandfather of the hero of heroes eyes turn serious, and they knew that ht radar screen meant anything but good.

"What is that?" The teenage XLR8 questioned with concern. They watched as the experienced warrior began to press a few buttons to get more information.

"Planetary defense alert. We just put the satellites in a month ago." Max said to them before more info was presented and then added, "An alien war fleet is heading for Earth." He knew that his grandson, granddaughter, former thug, and their new friends could handle this no problem, but there was no time to get them. "I take back what I said earlier, kids. This isn't a training mission. This is the real deal." He said to them before making an abrupt U-turn, and headed for the beacon calling the fleet to this planet.

'I hope we're ready.' Alan thought before acting as Helen's cushion since she was not prepared for the sudden steering change. As they were driving yellow camera choppers were heading for the same spot as them. 'This isn't good.' The young Pyronite thought as he saw the propeller projectiles buzz past them.

"Okay, buddy, last time. Either come along quietly, or we're gonna take you down hard." An officer, who got reports of a possible explosive device in the park, so they quarantined the area, and was now speaking to the creature messing with the device with a bullhorn.

"Doubtful." The strange Zebra themed man said in an, I don't care, attitude. Seeing zero cooperation from the thug the officer nodded to one of the marksmen who fired a single shot. The front to an even bigger threat pressed a button on his gauntlet, raised his hand to them, and created a shield.

'So, that's how they want it.' He thought as he saw their slack jawed expressions over what he had just done. The lackey dug into his utility belt, and pulled out a sphere, and threw it. 'This'll get the point across.' He thought before pressing a series of buttons which caused it to explode.

'Now, that's power.' The officer thought after he and the others ran away from the blast zone.

"If you distract me again, I shall not be so merciful." The red eyed man said to them before finishing his word with the cylinder shaped device by using his gauntlet again.

'What is that thing?' Everyone that saw some sort of barrier being set up in the park thought as one.

"It is done. No power on this pitiful planet can breach my force field. All within it may bear witness to the historic events about to unfold." He said while standing beside his invention. "The master comes." The slave said after hearing a booming sound from above.

'Who ever said heroes had to arrive in a dramatic fashion.' The master thought as he arrived with strobes of thunder dissipating around him. "People of Earth, I am Vilgax. Shortly, you will know me as your master." The invader said calmly to those that were before him.

"Pursuant to the galactic code of conduct, Lord Vilgax challenges this planet's greatest protector to a trial by combat. To the victor, the Earth." The first invader said while gesturing to his boss, but before any more could be said the sound of screeching tires could be heard INSIDE the barrier.

"Never gonna happen fish face." A bold voice said once an RV stopped right beside the both of them. Once the dust, which was caused by the abrupt stop, cleared the tentacle tyrant saw his old foe, and five knew faces.

"Listen to the kid, Vilgax. He knows what he's talking about." Max said to his former foe while thinking of what the six of them could try on this powerhouse.

"Max Tennyson…" The conqueror said as he looked at the ones behind him and noticed three of them were aliens of the watch: a Kineceleran, a Pyronite, and another Tetramand. "and a particularly Motley Crew of new Plumbers, I see." The squid head said not really considering the two new faces or the latest red skinned one a threat.

'He's the thug that dare raise a claw to my Gwen." The blonde kid thought before tapping into his alien power: by using scrap pieces of police cars the teen was able to recreate the armor he used against the DNAliens.

"Cooper! No!" Max shouted out, but knew his warning was too late.

'Let's see how you like this.' Cooper thought before activating his missile attack. Vilgax saw them coming, but after three sword slices all of them were gone, and he was still standing. Without warning the foe fired his ruby weapon at the machine.

"How many times do I have to tell you -" Helen said after saving the pilot at the last second before finishing with, "watch out for the laser beams." The enemy saw the female XLR8 do said stunt, and was nostalgic over how his foe handled such a form, but that feeling quickly passed.

"You're very fast. But are you faster than this?" He complimented and questioned to her before activating an optic blast. She saw it coming and sped away, but no matter how fast she was the twin beams still struck her in the back.

"Helen!" Max said in alarm since he knew the caliber of almost all optic weapons and knew that charlatan of the true Omega beam was still very deadly.

'So, this is what Ben had to deal with when he was younger then me.' The speed hero thought once she collapsed on the wide sidewalk.

'Boy, is he asking for it.' The Tetramand thought as he saw Vilgax ready to make Helen into twins. The angered teen charged, and was about to perform a leap punch, but was stopped in mid air.

'Tini was more skilled than this. As was Tennyson, but this Plumber has barely scratched the surface of a Tetramand's full potential.' The conqueror thought as he saw the teen struggle in his one hand grip.

"Put me down!" The friend of the fast female shouted while struggling to get free with his own strength.

"Precisely my intention." The handler said calmly before effortlessly throwing him into a tree. The young Plumber fell unconscious the moment he hit the grass.

'Guess it's my turn.' The young Pyronite, who transformed shortly after getting out of the Rustbucket, thought before tearing a chunk out of the park with his fire. Once he did that the most inexperienced with this kind of battle threw fireballs, and then kept a steady flamethrower on the invader.

'This one is even more pathetic then the Tetramand.' The conqueror thought before using his newly acquired wind power to blow away the attack, and snuff out the Pyronite. The last teen tried using his quills on the chest armor, but the attacker felt nothing. Sadly Pierce felt Vilgax's foot stomp which caused chunks of the ground to damage the young hero.

'I have to end this now.' Max thought as he hid in plain sight and saw that the new Plumbers were completely useless against this conqueror.

"Now…where are you hiding, Max Tennyson." Vilgax questioned after looking at the young ones he easily defeated.

"Closer than you think!" The veteran said while taking off a DNAmask that was designed for stealth purposes before firing with a hand gun.

"Oh, there you are." Vilgax said, completely fine despite being shot at point blank. He then backhanded his old nemesis. His lackey reappeared after teleporting away from the battleground, and had the clamp in hand. "Don't waste time draining their feeble powers." He ordered to his grunt after seeing what he was about to do. "Leave them to deliver my message. In one Earth rotation, I will return to this place to battle the Earth hero called Ben 10...for the fate of the Earth." Vilgax said with a closing fist at the end.

"And if he does not come?" The fin headed one questioned since he believed this hero to be a true coward for letting others battle for him.

"Then I will exercise my legal rights…and destroy this pitiful planet." The master answered back before teleporting himself, his lackey, and the shield generator back to the ship.

'This isn't good.' Helen thought as she slowly stood up despite the soar back. 'I wonder how the others will react to this news.' The speed hero thought and also wondered where Ben could be anyway.

'So, this is what our dads had to deal with when ever they went out…I kind of like it.' Elsa thought as all that were at the smoothie shack ran away screaming. The workers stayed and served the ghouls regardless over what they looked like.

"All this aside. You really should take better care to make sure you remember this stuff, Ben." Gwen said after she and the others got their drinks and were sitting down at pulled together picnic tables.

"If I learned anything from the Biker Mice, Ben. Is that when in your line of work even the smallest mistake can get you killed." Mezu said after hearing who visited him last decided to use that as an example.

"I think your being a little over dramatic, Mezu. Besides we wouldn't have been killed." The American dragon said before puffing out his chest in a macho style and finished with, "I would have nailed the serpent eventually." At that moment the new wearer of the red jacket decided to state a major fact.

"You were all fighting him for over an hour." She said as a reminder and watched with a smile in a sympathetic style as the dragon deflated for that smack of reality. "But that doesn't mean you still couldn't have beaten him." She said to him, trying to make him feel better.

'She is something else.' The NYC hero thought before wrapping his arms around his girl's shoulders, and a wide smile crossed his face when he realized that the wolfett was still wearing his jacket.

"Whipped!" Kevin said while doing the gesture and sound of said item. "So much for the tough American Dragon." He added with a smart-alecky smirk.

"Aren't you dating Gwen?" Morgan questioned after taking a break from her seaweed smoothie, and added a raised eyebrow for good measure.

"Yeah…but I'm not whipped like Jake is." The mechanic defended.

"Be quiet, and drink your smoothie." The mana manipulator said with a smirk which only grew after hearing the absorber said, 'yes my love' through his straw.

"At any rate it might pay to be more careful in the future, Ben. Any of your friends will tell you that, it's the most important thing when defending the world. Right, Jake?" Grimwood said to the shape-shifter after a small chuckle.

"Right, Miss G." He said to her after separating from the werewolf and was just lounging on the bench connected to the picnic table.

"Right, Daniel?" The headmistress questioned to the other hero, but after not getting an immediate answer she tried again, "Daniel." The group look around and saw the phantom in question with his love struck specter. The two of them were sitting on the steps to the Hearse bus with Phantasma sitting on his lap with her right hand on his knee and their left hands intertwined.

"Darling." Phanty said in a pleasant tone since she was with her love.

"Honestly you two. Can't you two take a break for five minutes?" The stein girl questioned as she was watching the scene.

"Oh, but, Elsa we're a couple, we love each other, right?" The finishing school female questioned the male behind her.

"I can't help but love you when your this close to me." He says to her while breathing into her ear.

"Oh, darling!" The playful phantom said with a playful giggle before rubbing his knee and kissing his hand.

"Well, those two are gone." Mezu said to them while rolling her eyes, but at the same time she could not help but feel envious of her fellow ghoul. The moment was over for all when the Omnitrix began to beep.

"Hang on guys. It's the Plumber's com link." Ben said before activating that feature, and finished with, "That's gotta be…Grandpa Max." On the other end the person in question was using a Plumber's badge as a communicator.

"Bad news, Ben. Vilgax is back." Max said on his end to those that were with his grandson.

"Uh…correct me if I'm wrong but didn't Morpholomew chuck him into deep space." Jake questioned, reminded instantly how the Bellwood hero put a stop to his arch-enemy.

"I'm sure he remembers that. Vilgax has issued a conqueror's challenge to you." The Plumber said to the Omnitrix bearer which caused both the Martian and the Osmosian gave a look of pure horror before saying as one:

"Ben can't accept that!" The duo looked at one another, but immediately looked toward the alien watch.

"Why shouldn't Benji accept that?" Sibella questioned, wondering if her fellow ghoul and her boyfriend's ally didn't have faith in his skill. The two both looked at her with a grave look in their eyes causing her to unconsciously ask, "What is it?" Max heard her and decided to fill them in.

"The Galvin set it up to limit the destruction caused by interplanetary wars. Rather than risk mass destruction, both planets can choose a single warrior to represent them. The winner becomes the ruler of both worlds." Max explained to them while walking away from the new Plumbers since he did not want to think the worst of this fight.

"And Vilgax is challenging me?" Tennyson questioned and was a little overwhelmed after hearing new rules of the fight.

"When and where will the fight be held?" Danny questioned after getting his mind away from his lover and onto the fight at hand. Max informed them that it will be at the park, and that he was going to give them footage, recorded by the Rustbucket, onto the bus and Kevin's car.

"Let's go. I think I know just the thing for this." Kevin informed them before all headed for their transports. Once everyone was in their two vehicles Vilgax's former thug drove to a warehouse he had on loan.

"He's more powerful now than ever." Gwen said to the others since Kevin activated a com link to the bus, which he installed after meeting them, and watched as Vilgax backhanded his grandpa.

"New Plumbers with my old forms couldn't even put a dent in him." Ben said as he watched Helen, Alan, and Manny get the tar kicked out of them. "So…how can I beat him now." He questioned since he didn't have access to his older forms or the fusion option.

"I know you'll find a way, Benji. You always do." Sibella said to him from the bus. The others gave him praise as well; even receiving an old fashioned thumbs up from the other two teachers.

"Tennyson is good with the Omnitrix, and he knows how to fight once in hero mode I get that, but I still think he needs an edge." Kevin said to them before pressing a button which caused the garage door before them to open and they all saw a strange machine.

"What is that for?" The ghouls, Grimwood, teachers, Matches, and Gwen said as one when they saw the strange object.

"You know your Omnitrix?" Levin questioned while gesturing to the item in question, and received a nod for an answer. "We're gonna hack it." He said; bluntly explaining his plan.

'I don't think that's a good idea.' Ben thought of how he tried to hack it with a flathead, but said nothing since he knew there was no point. The absorbing anti-antagonist pointed to a square platform which is where Ben stood. The others stood beside or near Kevin who was starting to press a few buttons.

"I don' think this is such a good idea." Gwen said to the others while also remembering of the buoy, but also the SDM adventure, and his Lobo transformation for good measure.

"Relax." Kevin said to her while working on the console. "I've been, uh, acquiring stuff we need to fix the Omnitrix for months." He explained the purpose of the machine before them.

"Years if you count back to when your were trying to steal it from me." Ben said with his watch arm on the pedestal trying to guilt trip his new chum, but it didn't work.

"Let it go Ben." Kevin said while still getting everything just right. Sibella thought of the story Ben told her of SDM, and she instantly paled.

"I'm worried this might be dangerous." She said and prayed that he was listening to her. He nodded at what she was saying before looking at his weapon.

"Sibella's right. I already know a lot about the Omnitrix, and how it works…maybe I don't need this edge." Ben said to the others and prayed that the others saw what he was getting at.

"But if you can get past all those safeguards maybe that'll help you." The strength of the ghouls stated; offering her side why this is a good call.

"Do you ever wonder why that thing has safeguards." Gwen questioned to the stein with crossed arms. It was then Jake had an idea that seemed on the level:

"Maybe instead of hacking it Kevin can just see what other aliens are in there, without going through the safeties." The dragon offered to the group.

"I'm in." Kevin informed them; willing to put his idea aside just to see what aliens were inside the device. "Let me see if I can access the user interface." He informed and got to work, but as he did that they all watched as the watch reverted back to mode one. "Uh…sorry about that." He apologized before typing the reverse code.

"Are you sure you know what you're doing?" The cousin and the lover of the man inside the machine said as one.

"As much as I ever do." He said before returning the watch back to mode two. "See? Nothing to worry about-." He said but was interrupted by rapid beeping from the device.

"Ben Tennyson?" A hologram of the creator said to the wearer.

"Azmuth?" The teen questioned just to be sure.

"So much for not worrying." Mezu commented to the water dwelling ghoul - Morgan who simply nodded her head in agreement.

"Yes, Azmuth, creator of the Omnitrix." The other said and quickly added, "Before you say anything allow me to say that this is no time for one of your jests." The others felt cold shivers run down their spine of how the gray skinned one was speaking to their friend.

"So, what do you want, Mr. Tiny Man?" The girl Godzilla questioned as she sat down behind the others.

"I have come here to give Ben a message: even though you are not hacking my invention I just want to warn you that the aliens of the Omnitrix will come to you when the time is right. Don't make me sorry for choosing you to wield this power." The 'Grey Matter' said to the handler.

"I understand. I am sorry for peeping." He said with a hung head. Azmuth nodded and vanished. "I dodged a bullet with the peeking ploy, but I think we should quit while I still have a head." He said to the others.

"Right. Deactivating claw." Levin informed and began to deactivate the claw holding the device in place. As he was doing that a device on Fenton's person went active.

"Oh, man. Not now." Danny said before pulling out a black/white PDA. "I once had a scroll that held info where all the ghost portals were going to appear, and Tucker applied it to this PDA." He explained before watching as a window on a building across the street lit up. Two figures flew out of the window. One was a Scientist-like guy with white tied back hair, green skin and was wearing sunglasses: all accenting his white trench coat. The other just wore a torn tank top and ragged black jeans, but his body seemed to be made out of metal and his hair - a green flame.

"At last!" The scientist shouted before adding, "We are free from the Ghost Zone!"

"Yes." His traveling companion said before finishing with, "Free to finally destroy the Ghost Child!" Most of the ones on the ground were not sure to make of these new guys.

'Well, this doesn't look promising.' The hand spirit thought as he floated beside Miss Grimwood.

"What's going on?" Gwen questioned as she soon saw two specters leave the portal.

"Skulker and Technus." Danny said before adding, "Jake, Ben is still pinned, so you and I will have to send them back to the Ghost Zone." The spirit fighter flew off with the now transformed Jake Long right behind him. There were threats thrown at the heroes by both villains, but the heroes could care less.

"To paraphrase my pal Spud 'let's skip the threats and go straight to the fighting'." That said the four went against one another. As they were fighting Kevin was trying to focus on the task at hand.

"Hurry up." Ben shouted at his enemy turned friend in anger, but was ignored. Hoping to help Ben began pulling with all his might to get his arm free. Phantasma saw this and was about to make a suggestion until she was struck in the back by a Technas ecto-sphere.

"Oopsie." The tech-head of the Ghost Zone said before feeling a tapping feeling on his shoulder, but the moment he turned about all he saw were a pair of angry eyes.

"That is no way to treat…" Phantom said to his foe calmly before taking a deep breath and did an Arctic Ghostly Wail while finishing with, "MY PHANTY!" The attack was so powerful that the enemy slammed through four buildings. "Good thing I brought this." He whispered before using his patented thermos.

"Stand still you lousy reptile." The hunter said as the American Dragon was slicing apart his armor. The New Yorker took down the arms, legs, and torched the head for good measure. The mystic hero knew that the only reason the armor was still standing was because he was a ghost.

"Here's the deal, Skull-head, you let my pal there suck you into his thermos, or we go round two." Long offered while flapping in between his target and the warehouse. The sinister specter could see that they were worried about the trapped human and the injured ghost to be prepared for his attack.

"Very well, dragon, I am a noble hunter. I know when it's time to…" Skulker spoke and saw that his enemy lowered his guard allowing him to finish off with, "Destroy you all." He shouted before firing a chest beam: similar if not exact to the cannon of Helios from Bakugan.

'No!' Jake thought the instant he dodged the laser and saw where it was going. 'First him.' He added to his first thought before punching out the laser and threw him at the Amity Park apparition. "Room for one more." He said while heading to the others.

"Yep." The ghost said before sucking up the second thug and followed his friend's lead. By this time the beam hit the machine forcing it to act up for them.

"That beam is overloading the machine. Dump the watch!" Kevin ordered as he saw the evidence on the screen before him.

"It'll take too long! Run for it, all of you!" Ben shouted back with eyes of panic as the beam on his watch began to get brighter. Gwen was his cousin, and Sibella was his girlfriend, but at that moment neither of them could move a muscle at the sight before them.

'Not in this life time.' Kevin thought as he raced over to his friend, to see what he could do.

"I'll protect you." Milla said to the lot that were in the warehouse by crouching over them, just as Humungouasaur did for Julie and Ship, Danny with Phantasma in his arms decided to do something.

"I better help out." Fenton said as he placed his lover on the ground before opening his palms toward Ben and was able to cast a green shield. Gwen shook free from her shock when all she saw was green, so she added her pink mana shield with his, and Phanty went from lying to sitting up to put up her own shield.

"Maybe I can…" Kevin said to his friend while getting in close to see if he could tear the claws off manually, but it was too late. The explosion erupted all around the base of the warehouse.


	2. Chapter 2

Ben 10: Characters and Locations are from Man of Action and Cartoon Network

American Dragon - Jake Long: Characters are from Disney

Danny Phantom: Characters are from Nickelodeon

Ghoul School: Characters are from Hannah-Barara

BJD Alien Force

Vengence of Vilgax Part 2

The explosion has set the ceiling to fall down on them. At first glance all that was seen was a damaged machine and rubble around. "Are you guys okay?" Milla questioned to the others after effortlessly sitting up right with everyone that was in the shield started to stand up.

"Yeah, we're okay, Milla. Thanks." Elsa said while giving her new friend the thumbs up. Their attention was drawn to Gwen and Sibella who were looking around.

"Ben." The duo shouted out while looking around for the man in question. Once his name was said a slab of stone moved and Gwen saw that it was Chromastone standing tall. "Ben?" The mana manipulator questioned to the alien.

"If that's Chromastone then why is Bloodrush here?" The violet vixen questioned causing all to turn and see that the midnight flyers were staring at one another. This caused all to be confused at the sight of two alien forms.

"Yo, Ben what's going…" Jake, still in dragon form, said to the both of them. Out of instinct the two creatures turned and ran/flew away.

"Ben, wait up!" Winnie howled at the both of them, and was about to give chase until the sound of rumbling rubble to her right. "Someone is still here." She said and got into a defensive stance in said direction.

"What are you talking about, Winnie? I'm right here." Tennyson said to the lot after popping out of the stone. It was then a familiar saucer came out of the debris and flew through the busted door; dragging some familiar green sludge with it. "Or there." He said while seeing the sight in confusion.

"What the heck is going on here?" Danny asked since the only time he had ever experienced such a a thing was when he tried to divide his human and ghost self through the dream catcher.

"That's what I want to know?" Gwen said as she scanned the surrounding area before calling out her lover, "Kevin? Where are you?" The alien fighter looked around and did not see the ally in question. Hearing some groaning the group headed in that direction with the wolf and the muscle helping them remove the rubble.

"Kevin, are you okay under there?" Ben questioned, and then added something else, "Oh…Oh no!" He said in horror over what he saw. 'It can't be. It just can't be.' He thought in pure horror. Gwen too saw what her cousin saw and did not like it, but the others were only shocked and confused at the creature before them.

"What?" He questioned to the group. 'Why are they staring at me like that?" He wondered and decided to question about it. "Half the garage fell on me. Of course I'm gonna be a little…" He stalled as the dhampir pulled out a compact and showed him why there were looking at him strangely. "Banged up." He finished while staring at a new hybrid face of diamond and stone. "NO!" He shouted after feeling that what he saw was real and swatted the device out of the ghouls' hand.

'Feels like I got hit by a boulder.' Sibella thought while holding her offended hand. Due to her dad she was durable against most attack, and she knew that he did so because of his new look, so she was not offended.

"I'm a monster again." He said while looking at his wooden legs, steel/stone chest, steel right arm, stone left arm. The others were confused over what he meant.

"Again? You mean this has happened before!?" Morgan gasped out with her eyes wide. A feat unto itself considering she is part fish.

"Yeah, five years ago Ben was in a rebellious mood, and bumped into Kevin. After see what the Omnitrix could do Kevin wanted that power: but he only absorbed two of his old forms - Fourarms and Heatblast." Gwen said before looking at the absorber with worry.

"After a…disagreement the watch sent him flying when he was messing with it. We me again in San Francisco; turns out Kev could turn into my original ten, and was framing me for crimes. We had a fight on the Golden Gate Bridge, he mutated, fell into the water below due to cannon fire by Lt Steel." Ben said, but received the stop hand sign by all.

"Calm down, Kevin!" Gwen said to her lover with a tranquil tone: an attempt to calm him. "Just try turning back to normal." She suggested to him. He calmed down and decided to give it a shot.

"Right. Just concentrate." Levin said before closing his eyes and focused as he had done in the past. The gang stared at him, praying that he could change back to normal. "Nothing's happening! It must be feedback from the watch like last time." He said while looking at his girlfriend not knowing his words were like a dagger to the gut to the hero of heroes.

"Kevin, I am so sorry…" Ben said to his former foe with a shattered look on his face. The absorber looked at Ben, and his expression mellowed before placing a hand on the teen's black shirt.

"It's not your fault, Ben." The transformed teen said in a calm tone.

'Well, I guess this isn't so bad after all.' Ben thought while sighing in relief at Kevin's short pep talk.

"IT'S HIS ENTIRE FAULT!" Kevin shouted while pointing an accusing finger at Danny who was helping Phantasma up looking at Kevin with a shocked expression.

'Or…it'll go straight to Hell.' Ben thought with a shocked expression of his own while just standing there. The others wanted to know the reason, but no one better than his girlfriend.

"Kevin, how is this Danny's fault!?" Gwen demanded with a shouting tone. He then turned to her with a fully angry sneer to his girlfriend before explaining.

"It was his ghost enemies that caused the accident!" The Osmosian snarled out. It was then the American Dragon stepped in to defend his friend while holding up one talon.

"Okay! One…" Jake roared while holding up a single talon before adding, "You're the one who wanted to hack the Omnitrix." The others nodded to that.

"Yeah…but." Kevin said to try to defend himself.

"TWO!" Jake roared over Kevin's voice before continuing with another talon, "It wouldn't have happened if Phanty hadn't been knocked out. In which case she would've been able to phase you and Ben to safety. AND THREE - You don't need anymore reasons or excuses because it WAS AN ACCIDENT!" Jake finished his rant with a deep, threatening snarl which was quickly stopped when he felt Winnie rubbing his arm as a way to quell the enraged fire.

'Now seems like a good time to see about what I saw.' Ben thought while activating his watch.

"What is it?" Tannis questioned. She had moved close to Ben when the dragon and the alien started to shout to one another. The young mummy looked up and saw the human's eyes widen considerably.

"Guys, Look!" He said to them all and showed the face of the watch when they were all close enough. On the face were all of his latest transformations, but there were four that were darkened. "I'm missing Chromastone, Bloodrush, Goop, and Way Big." He said while naming them even though the group already knows their names.

"How'd he manage to sneak away?" Danny questioned in the back of the crowd; a little afraid due to Kevin's blow out. It was then the alien device started to beep like last time except this time a bigger, angrier holo-Azmuth appeared on the wall across from the daughter of Godzilla.

"It's Azmuth!" The young stein yelped out. Morgaon raised an eyebrow at his expression.

"And apparently he's PO'd." The aqua being quipped. The others could tell that she was right, and he showed it with his tone.

"BEN TENNYSON!" Azmuth barked at the young hero causing him to shiver with some slight fear.

"Do you think he means you?" A nervous Mezu whispered, but the hero replied, 'Now is not the time.' In stage whisper style.

"I had hoped from our conversation earlier that you understood the consequences of tampering with the Omnitrix." The genius Galvan growled at the young Tennyson.

'Glad this guy isn't yelling at me, but at the same time I wish it wasn't Ben either.' The Amity apparition sighed as he thought such a thing.

"But I wasn't…" Ben tried to defend himself, but was cut off by the Omnitrix creator.

"Wasn't aware that I was going to monitor you!? Well, I was, and apparently you decided to hack into the Omnitrix! Lying to me on top of that! The escaped Geno-archetypes…" Azmuth shouted, but was cut off by the holder of his device.

"The what?" He questioned out of confusion since he did not know that word, or it's meaning.

"Your transformations." He simplified before going on, "They will perish if they aren't restored to the Omni-matrix within 24 hours. And if they do, their powers will be lost to you forever!" The gray skinned genius glared down since he knew the slow on the uptake human would have a question.

"Well, how do I put them back?" Ben questioned since he was more concerned of getting his transformations rather than defending his honor as a hero.

"When you are close, set the Omnitrix to "capture" mode. It will do the rest." The maker explained to the youth.

"The yellow setting." Gwen informed her cousin as he stared blankly at the alien watch. The creator had one last thing to say before leaving:

"You have disappointed me, Ben Tennyson. I will not help you again." As soon as he said that the transmission was canceled. This left the ghoul girls, and the others very upset at the little man.

"YOU CALL THAT HELP!" Winnie howled in outrage, and she was not alone with saying how she felt.

"Who does that grey booger think he is?!" Sibella hissed before turning to the others and added, "Benji wasn't even trying to hack into the Omnitrix." The others could tell that the daughter of darkness was not happy at all.

"Well, he's left a bad impression on me." Mezu stated to the others. Elsa, Tannis, Milla, and Morgan nodded to her comment with hands clenched tight and the daughter of Godzilla knocked down another wall with a tail whip.

"This gripping isn't going to get Morpholomew's forms back, so let's get going." Jake said to them as he wanted his fellow hero to have those heroes before they vanished.

"Good call, Jake, but how?" Danny questioned before adding, "Something tells me Gwen can't track them since they've been with Ben for so long." The others knew that he had a point, and it was then Kevin who spoke up.

"Not a problem. They all have an Omnitrix thingy. We can track them with our badges." The fuzor said as he pulled his badge from the black section of his person and showed it to them to show what he meant.

"Then, we better shove off." Grimwood said to them and calmly walked over to her hearse bus with the ghouls right behind her. Kevin, Gwen, Ben, and Jake boarded Kevin's camero.

'I better go with the ghouls.' Fenton thought and phased into his girlfriend's ride. Once all were inside they drove off in search of the first one. As they drove Levin began calling himself a monster because of his outer appearance, and his lover would not have that.

"Use your powers. Absorb my skin." She ordered while taking his metal hand into her own. He appreciated her optimism, but she never had to deal with this sort of thing.

"I'm trying. It doesn't work. I'm trapped like this forever." He said while releasing her hand, and placing it back on the wheel. It was then the mutant noticed something. "Where's Danny?" It was his old enemy that answered him.

"In the hearse. You did sort of yell at him." Tennyson commented while remembering the talk the creator gave to him.

"Too bad I was gonna ask him an important question." He informed them which was when the others got interested.

"What might that question be, Kevin?" Gwen questioned; putting him on the spot with just one sentence, and he was about to answer until they all heard a beeping from the holo-map created by the Plumber's badge.

"We found Chromastone." Ben alerted since he knew that body shape anywhere. The driver breathed a sigh of relief even though he was going to have to explain himself to her sooner or later. After a few moments they stopped outside of the pier carnival and saw the purple boulder punching one of the rides.

'That looks like the ride Ship took over when he kidnapped Julie.' Ben thought since he remembered the vehicle looked similar to that.

"Must be mad at the price for admission." Danny said to them with a chuckle in his tone. The others heard his joke and thought it was funny, but at the moment they needed to capture him.

"Without your guiding intelligence…" Gwen said to her cousin.

"Thank you." He said proudly. The bat knew that the mana manipulator was not done, so she finished the sentence for her.

"Such as it is." Sibella said to him in a teasing fashion. The alien of the ghouls decided to show that she was much more than a pretty face.

"All that's left of your Geno type - Chromastone is his raw instinct." Mezu explained to them before noticing that the others were staring at her with confused expressions. "I took a home study of Alien Genetics before coming to Grimwood's school." She explained to them.

"So, what should we do?" The young stein questioned to the others. At that moment they all began to think over what would be the quickest answer. Ben thought of something, and before checking with the others he put his plan into action.

"Um…here Chromastone." Ben said before a whistle and then added, "Good Chromastone." His actions scared the others, but remaining calm the headmistress questioned the youth.

"Ben, dear, what are you doing?" The one in pink questioned with a raised eyebrow.

"Making a bigger dork of himself then he already is." Kevin said bluntly before receiving a whip to the face due to Sibella's hair. "Ow! Joking…" He said in his defense once she was done.

"I would like to point out, that as a relative of the Canine family. I take that as highly insulting." Winnie said to her teacher and added a low growl for extra measure.

"Sorry first thing to come to mind." He said in a sheepish tone to her. Since talking won't work Kevin used force.

"Hey, Rocky! Over here!" Kevin shouted to the boulder who turned from his senseless bashing to face his opponent. The crystalsapian fired off his beams, and Levin was able to dodge the first three, but failed to miss the fourth shot.

'Oh, Kevin.' Gwen thought with a gasp as they watched him slam into a jet ride. The transformed teen survived the blow, and was even angrier than before.

"Have it your way. I was looking for a good fight. And this is all the excuse I…" Kevin shouted, but became excited as his metal hand molded into a stone mace with diamond spikes. "Ohh, you are in so much trouble!" He exclaimed and charged again; he pulled back his arm and scored a blow to Chromaston's face, but so did the purple pebble to Kevin.

'I've got to do something.' Gwen thought as she watched her boyfriend slam some distance between the two, but he countered it with a beam blast. 'Not this time.' She thought and raced over there to put a barrier in front of him.

"This is a job for…" Ben said as he went for the damaged watch after seeing the shield shatter under the pressure. "Humongosaur!" He shouted and was about to slam it down until a titanic rumble caused him to look at the battlefield.

'I like to belly flop small objects.' Milla thought with a smile since it was her gut keeping the stone form from doing anything.

"Thank you, Milla." Grimwood said to her latest ghoul. "It's better if we make this quick, after all we only have 23 hours left." The headmistress said to Ben who walked over there to his old friend.

"I suggest that Milla not body slam the others, they might not survive it." Danny said to them after floating over to the unconscious/groaning alien. He then realized what he said and added in stammering fashion, "Not that you're…you're heavy Milla…it…is just that you're a lot bigger than most of the aliens." The others liked how the coach knew a possible fat comment, and how to amend it.

"Smooth, darling, very smooth." Phantasma said to her boyfriend before using her famous hysterical laugh.

"I could've taken him." Kevin said to them with a frown on his face since he thrived in kicking tail.

"But Miss Grimwood is right, we need to save as much time as possible." Gwen informed her grumpy groom while picking him up from the wooden floor. The lizard saw Tennyson was close enough so she stood up, and as soon as she did he switched it to yellow, and Chromastone glided back into the watch.

"One down, and three to go." Ben said to the others as he watched Chromastone's picture light up. Without another word the group got into the vessels and headed to another spot.

"We've been at this for hours. We should stop and rest." Kevin said to the others with his com link still active. In that time they were able to wrangle up Jazz, Danny's sister, for extra support, but even with her they still couldn't find the other three.

"No time." His former foe said before asking in an almost begging tone, "If you're sleepy, I can drive." Kevin heard him, and knew that he was trying to make him think of something other than what he had become, but it didn't work.

"Seriously, though." Levin countered with while Gwen who now had one of her old laptops was trying to find out information about Vilgax.

"Ben, you're going to need your full powers to take on Vilgax." Gwen informed while flipping the portable computer open and attached her badge to the left side of the Earth device.

"What are you doing with that old laptop?" Kevin questioned to her as he saw her typing up a storm. He knew that she was probably multi-tasking: searching for info on Vilgax and locating the other three.

"I hooked it up to my badge, and now I've got extranet access." She said to them before looking over her shoulder with a worried look at her cousin. "Vilgax has beaten the greatest heroes of 10 worlds." She said to the brown haired youth in a worried tone.

"That don't mean a thing considering my pal Ben here beat him when he was a kid." Long said while giving his fellow hero a noogie in good fun. The female Tennyson appreciated the optimism of the dragon, but she had to unfortunately burst his bubble.

"You should be worried. Those heroes he beat - now he has all their powers, too." She said to the two in the back before adding, "One of them being Ultimo." It was then Ben went silent since to him aside from the chocolate weakness Ultimo was one of the strongest aliens around.

"Not to mention that your Omnitrix is still busted." Kevin said to the hero causing him to get out of his daze, and back to the physical world.

"You broke it!" Tennyson shouted out at the driver in anger since it was his idea to use that device.

"Skukler broke it and turned me into this!" The driver countered while unknowingly freed the good ghost from his earlier call. Before another word could be said all three vehicles screeched to a stop, and everyone stood ready on the road. The reason for them stopping was that a cloud of bats were right before them.

"Gah! Bats!" Danny shouted in horror at all the small winged creatures before them.

"Not just any bats…" Ben corrected his friend since something felt familiar with the creatures before him. "It's Bloodrush." He finished when the tiny bats molded into one solid form. Bloodrush swoops down, the gang ducks - just barely in time to dodge the claws of the bat. It turns in the air and tries it again.

"He's coming back!" Mezu shouted in alarm. The lot of them try to run for it, but unfortunately Sibella is grabbed by Bloodrush just before she can transform to fly off.

"Dude, you…or…Bloodrush just nabbed your girlfriend." Kevin commented after picking himself up from his belly slide tactic.

"What is it with bats kidnapping my girl?!" Ben shouted at the top of his lungs out of frustration.

"This has happened before?" Gwen questioned to Winnie; she could remember the trio saying something about that, but she needed to hear it from a new mouth.

"Yeah, but those were spider-bats." The werewolf said back before seeing shots of white, green, and red to her right.

"Jetray." Ben shouted before taking flight with Jake and Danny right behind him. Lacking the power of flight the others followed on foot, but they were able to keep up with them.

'Geez, how can those three see in all this darkness.' Kevin thought since the day was going into the darkness hours, but as he was focused on that thought he failed to notice that he was heading for a tree…until it was too late.

"Are you okay?" Gwen said while using one mana hand like a flashlight and saw her boyfriend on the ground holding his head. He got up without answering her and started to climb the tree he just ran into.

"I swear Sibella better be mauled, or mangled or…" Kevin said in frustration as he was climbing upward.

"BEING CUDDLED BY A BLOOD THIRSTY VAMPIRE BAT?!" Jake shouted in alarm since he flew to the top of the tree and was watching the whole thing. The bat alien was holding Dracula's daughter close to himself, as the two hang upside down. It was clear by her expression that Sibella was perplexed by the whole thing.

"I am so confused." The lady in question stated while being cuddled by the escaped geno-archetype.

"What's going on up there?" Morgan shouted since she was not too keep on climbing trees.

"Bloodrush is cuddling with Sibella!" Danny shouted down to all the land ghouls before going back to watch the show.

"Some tough bat." Kevin said while laughing and even added, "Tennyson is still inside - all mushy and gushy for his Vamp-chick." It was then the violet vixen frowned out of annoyance. Sensing her annoyance toward Kevin Bloodrush hits the branch the Osmosian is standing on causing him to fall and land in a bush.

"Owww." The former thug groaned once he hit the ground.

"Bloodrush, can we go to the ground?" Sibella questioned to her lover's alien form. Said form smiles and nods at her before swooping to the ground. In a streak of light the Aerophibian landed on top of the new guy, the symbol turns yellow, and the creature was reabsorbed.

"Back where you belong." Jetray whispered before changing back to civilian form.

"Well…that was easy." Jazz strained since she did not know what to say to the dhampir about what just happened up there.

"Yes, let's not speak of it again…" The flyer said to them before heading back to where they last placed their rides, which they all followed after her. Once inside they headed back on the open road in search of the other two.

"Is it working?" Kevin questioned to the Omnitrix bearer as they were finding the other two.

"Pretty much. Once we've got all my transformations back, and with a lot of luck I should be able to take on Vilgax." Ben said since he has never forgotten of his fight to the death with Vilgax. Back then he wouldn't sweat it, but now that he has absorbed fantastic powers along with having a girl that really likes him Tennyson was afraid of losing the fight.

"Don't stress yourself too much, Ben. You'll do good." Long said to the hero since he knew of that look in Ben's eyes all too well - the 'am I strong enough' gaze. It was then Gwen's computer alerted them that they were close.

"Got one. We're right on top of him." Kevin said before looking in his rearview mirror and added with a sly smile, "Let's hope this one isn't as touchy-feely with one of the other ghouls as Bloodrush was." This caused the hero in question to blush out of embarrassment. After a while they all stopped in front of a manhole cover which was removed when Kevin shape shifted his hand into crowbar to pull it away.

"You sure Goop is down there?" Jazz questioned as she gazed down at the dark hole.

"It's a sewer, Jazz, of course there's Goop is down there." Danny said to his sister with a big grin on his face.

"Ha-ha. Very funny." The big sister said in a sarcastic tone after hearing what he said about the location of Ben's alien. Milla tries to fit into the hole, but since it was built for humans she was too large to fit through, so Grimwood, Tannis, and Mezu along with helper stayed behind to keep the lizard company while the others went on ahead.

"Phew! Smells…like a sewer down here." The ghost guardian said while holding his nose in pinched style. Not wanting to deal with this the whole time while they were down here the red-head decided to give him a fair warning:

"Danny, please…no more sewer jokes." Jazz said to him while rolling her eyes at her sibling.

"Smells like a plan." Ben said with a shrug since he wanted in on the sewer jokes as well. Gwen was frowning at her cousin's comment while his girlfriend was chuckling about it.

"Ben, don't encourage him." Gwen said to the brown haired youth as she kept the frown on her face. The swamp based beauty gazed around and had to tell the others what she was thinking.

"You know something." She started to say as she cupped her chip in a thoughtful manner before adding, "Add some hanging Moss, a few lily pads, and my Uncle Cod in the corner biting off lizard tails, this could be my old home." Some of the others grimaced at that thought once she was done speaking.

"Sounds charming." Gwen said to her while trying to hold back the sound of a grimace. One decided to use a local legend after hearing Morgan's comment.

"There could be alligators down here so it really would be like your swamp." Jake said as he used the New York legend of alligators in the sewers.

"Alligators?!" Kevin shouted in a started tone before scanning the tunnel they were in for any sign of moving leather.

"I heard how people get baby alligators as pets. Then flush them down the toilet, they grow gigantic in the sewer." Long said while telling the others of the rumors of the dragon-like beasts in these tunnels.

"It's true sewer rats contain all the needed vitamins for a growing gator." The fuzzy one said to her boyfriend in a sarcastic tone.

"Maybe I should go and guard the exit." Kevin said to the others in a nervous tone, and was grateful that he lost his sweat glands otherwise they would know he was scared.

"Don't tell me Grandmaster of bad boys Kevin Ethan Levin is scared of alligators?" The American dragon questioned before laughing at how ridicules it was to hear.

"Everyone is scared of something, Scales." The werewolf said to the dragon; put off by the rough treatment he was giving the fuzor.

"Not me." Long said while puffing out his chest to show off his macho-ness.

"Sock puppets!" The wolfett said with a smug look on her face since she knew of her boyfriend's one weakness.

"Where?!" The New Yorker shouted in a frightened tone, and scanned the area out of fear. The others chuckle at Jake who pouts when he realizes he was tricked, but is placated when Winnie gave him a smooch on the cheek. 'She always knows how to calm me down.' He thought with a smile.

"What's this?" Morgan questioned when they entered a large intercection of pipes and saw something in the water. "Doesn't this look familiar?" She questioned while holding up a familiar silver saucer to the others.

"That's Goop's anti gravity projector." Ben said to them after seeing the item in hand.

"So, where the rest of him?" Levin questioned in an irritated tone. No sooner then he said that a green glow appeared at the daughter of the Black Lagoon's feet, but before anyone could do anything she was cocooned in green slime.

"Morgan!" The three teachers shouted in alarm over what had happened to her. The Polymorph took their surprise to his advantage by firing goo balls, high caliber, at them, and the pipes over the head.

"Gwen!" Kevin shouted as he raced over and acted as her shield as the ceiling came down on her along with the others. The ones that were not buried were the trio and Matches.

"Jake, you, and Danny…" Ben was about to tell the others to dig up their friends, but was interrupted when they all saw Goop expand like a water balloon until he burst. "That works too." Tennyson pointed out as he saw his form splatter to all of the walls.

'Can't survive. Must flea.' The Polymorph thought after gathering the pieces, and headed for a new tunnel to get some distance between him and the invaders.

"New plan: Danny help the others out of the rubble. Jake, Matches and I can handle this." Ben said before activating the Omnitrix, and knew what to use.

"Swampfire!" He shouted as the grass/fire class being. Once the glow was gone he readied a fireball in his right hand, Jake showed the need for a flamethrower, and Matches propping on a side pipe lit and got ready to fire away, but they were all interrupted.

"Guys, wait, this place is full of methane." Gwen shouted as Danny and Kevin helped her out of the rubble. Her warning go their attention even though it was too late.

"Full of what?" The Methanosian questioned to the master of mana before an explosion was heard. The rumble was so good that even the three on the surface felt it.

"Don't look at me." Milla defended as the two were staring at her strangely. The Martian spotted something a pink bubble floating up with Gwen, Jazz, Kevin, Morgan, Sibella, Elsa, Winnie inside of the sphere. Danny phased himself and Jake Long through the ground, and Phantasma jointed them while holding onto Matches.

"Where's Benji?" Sibella questioned out of fear, but saw a vine coming out of one of the cracks, and how it shaped itself into Swampfire. He then walked over to the others, and felt like questioning something to them.

"Lots of ferilizer down there." Ben questioned in the guise of the swamp creature.

"We asked you and Danny to stop it with those jokes." Jazz said to him calmly.

"Sorry." The hero said back to her since he really did was sorry for what happened down below.

"Are you sorry for almost blowing us up?" Levin questioned, to see if his former foe was apologizing for his poo joke, or the explosion.

"Sibella - definitely, the others - maybe, you - not so much." He answered back, and that was when the anti gravity device obliterated the alien's head causing the remains to splatter all over Kevin and Gwen's faces.

"That is so gross." The mystic negotiator said as he and the others watched the saucer go back to go through the chest, chip the right side, take off the left arm, the right arm followed by the rest of him.

'What's he up to?' Swampfire thought as he created a new head only to watch as the tip of it cut a piece of his face off. "Hey! Cut that out!" He shouted in anger before seeing the saucer pull out the rest of Goop from a crack and run away.

"I've got him." The bandaged beauty said and crated her lasso only to have a green swamp column buzz past her, make a hand, grab the device, pull it back to the reformed hero, and absorb the Polymorph back.

"Thanks for the aid Tannis, but I doubt your bandages would have held it." He said to them while changing back to his mortal form. They all drove off to try to find the last and most powerful one of the whole escapees.

"Despite our best effort we've only got an hour before you have to fight Vilgax." Gwen said as they were trying to determine how far Way Big to where they were currently.

"And we're maybe 40 minutes away from Way Big's position. I'm not a math major, but…" Levin said while driving his car to the spot in question before he was interrupted by the hero in question.

"Yeah. Here's what we're going to-." Ben said but he too was interrupted by someone else; someone contacting them through com-link.

"Go, ahead, grandpa." Gwen said as she answered it on her Badge. Their driver decided to conference in their comrades in the other vehicle.

"It's almost showtime, Ben, and I've been thinking. Vilgax is Plumber business. Good as you are, you're still just a kid. I'll take him on." Max said on his head and was gearing up to do just that as he was also wearing his Plumber armor.

"This is MY fight, grandpa. Vilgax challenged me, and I'm the one with the Omnitrix." His grandson said back while emphasizing the words: my, and me as he said that.

"At least most of it." Kevin corrected him, but that earned him a head smack with the New Yorker's tail.

"You've got less than an hour, Ben." Max said back to them. He heard the Omnitrix comment, but decided it was a subject for another time.

"I'll be there. And I'll win. Love you grandpa." Ben said back, and threw in the 'love' comment just in case this really would be his end.

"How can you beat Vilgax without Way Big? He's your most powerful transformation." Gwen said to him while seeing his determination slowly fade away with each word that came out of her moth.

"That's how you said you beat him last time, right?" Long questioned to his fellow hero.

"And that's how I'll beat him this time, too. I'll just stall him." Tennyson said to them in a remarkably calm tone.

"Until?" Kevin questioned with a raised eyebrow to find out if there was more to his plan or not. As for an answer the hero simply gave off a nervous smile - showing to them that he really hasn't that far ahead. In the next morning, at the park there stood several camera van sitting around a barrier.

"People of Earth, today's contest is being broadcast simultaneously on all information channels. Be forewarned - the conqueror's challenge is a courtesy. Vilgax's fleet is currently in orbit around this planet. Should your champion fail to show, Vilgax will declare victory and obliterate the Earth, as is his legal right." The zebra themed alien said to all not knowing the hero was coming over to them by air.

"And if Vilgax chickens out, I win, right?" The red scaled flyer said as he glided through the barrier and landed right in front of the new alien. He said that because he feared the outcome even more. "Will you have to work for me after, because my chores really chew into my alone time with my girl." The flyer questioned as he landed on the ground.

"After the battle, I will personally remove the Omnitrix and present it to Vilgax. Speaking of whom…" The lackey said and disappeared due to a meteor heading straight to where he once stood.

"Ben 10, I've come to kill you and conquer your world. Is now a bad time?" The squid headed foe said as he made a fire themed dramatic entrance to the hero. "Are you ready to die, Ben?" He questioned, and it was now Tennyson requested the same to his enemy as Jake did to the two ghosts.

"Can't we skip the threats and get to the fight part? There's a "Sumo Slammers" marathon at 8:00, and I forgot to set the DVR." Ben said before barely dodging a downward sword flame strike. "I'll take that as a 'yes'." The hero of heroes said before blasting away with his form's beam weapons.

"You're energy beams are no match for the shield of Ziegel." Vilgax boasted as his shield defended against the rapid fire from the flyer.

'That was painful.' Jetray thought after being shot in the back by a red laser after Vilgax jumped into the air. Not missing a beat the conqueror punched him square in the face causing him to fly into a water fountain.

'I will kill him once and for all.' The invader thought as he began to pound the Aerophibian in the face several times over. After the second foot to the face Tennyson tapped the hourglass, and went on the attack with:

"Big…Chill!" The blue moth said after phasing through the conqueror - freezing him solid. "Nothing like a refreshing dip on a hot summer day." The alien insect said in a mocking tone as his opponent was trying to move inside the ice prison. "And, Vilgax, you are that dip." The hero boasted as he levitated close to the frozen fiend.

"I will be free!" He said through the ice, and by using his new found optic blast he obliterated his prison in just a few seconds.

"Guess so." The transformed human said before swooping in and tried something else as Vilgax tried to punch the intangible creature.

"My hand." The villain said in alarm as his right hand was frozen in the water, and tried to pull it free.

"You know what they say 'cold hands…'" The Necrofriggian was about to say an Earth joke, but was cut off when the squid burst his hand free out of sheer force of will. "You've gotta let me finish my quips, Vilgax. It's sort of a rule." The transformed one bargained since this invader was all about the Galactic Code of Conduct now.

"Keep joking, child." The green skinned one said back before tapping an Nth metal jewel which activated a special ability in his gauntlet. "It'll make my victory all the sweeter." He commented before reaching out and grabbing the moth's throat.

"Hey, you can't touch me when I'm intangible!" The hero complained since no normal hand has been able to do that to Ben's forms or Danny when he's in hero mode.

"No?" The other questioned before sending electricity surge through his foe's entire body. Once he went limp the ruler of 10 worlds released him and let him hit the ground. "My mistake." He said with an evil smile on his aquatic face.

"Why…Why don't you pick on somebody your own size?" Big Chill questioned as he saw Vilgax unsheathe his sword from his back before continuing with, "Or better yet…" He stalled while phasing into the Earth, but a second later he emerged as a new alien.

"Humongousaur!" The now sixty foot creature shouted out. Because Vilgax was so close he was sent flying just like a few chunks of the Earth. The villain still shot out an optic blast before landing on his feet.

'That had to have done something.' The conqueror thought as he sheathed his sword only to watch as the brown lizard charging right at him, so he did the same. The moment their fists clashed a shockwave was seen and heard even past the barrier. "Yield, and your demise will be mercifully brief." Vilgax said with his foot on the now 12 foot dino's face.

'Maybe I should accept it.' The Vaxasaurian thought as his face was being pushed further, and further into the ground. His thought was interrupted by a familiar female voice overhead.

"Don't listen to him, Benji." Sibella called out from above. Vilgax looked up to see another lizard was glaring down at him with several human on its shoulders and head: who were also glaring at him.

"Yeah, there's something bigger than Humongousaur." Gwen said, and that was when Milla squeezed the hand she was holding onto as some form of cue. When the cue was given the red/white giant stood at full height over all of them.

"Do not interfere with this contest!" The conqueror ordered at them in the same way he ordered the other Enforceres to stand down. His statement made the others angry, but one of them knew just what to say.

"Who's interfering, calamari?" Jake questioned to the invader, and just like that the giant took one step over them, and onto the battlefield. As he was walking onto the battlefield the dino reverted to human and Vilgax dodged a foot stomp to unsheathe his sword.

'Finally payback.' The invader thought with his sword on fire. To his dismay the figure turned yellow and went back into the watch where Tennyson was now standing up with a confident smile on his face.

"And now…" The Bellwood native started to say while dialing in the last hero to be reabsorbed before adding, "Vilgax is gonna get a taste of Way Big!" He then slammed it down, but when the light faded a different hero stood in his stay.

"Chromastone?" The crystalsapian questioned before adding his trademark, "Oh, man!" He did not have time to change due to his opponent charging at full speed right at him. 'Gotta get him away from the others.' He thought and fired a beam from his eye sending the villain over to an architect monument in the park.

'That still won't kill me.' The conqueror thought as he forced himself free of the rubble and was walking to where the skinny alien was, but to his pleasure the guest came to him.

"What you gonna do now, tough guy?!" The rock questioned after he landed on the ground before his opponent. He seemed happy that Tennyson questioned on his next move.

"I'm glad you asked?" He said back before cooling down the flames and it became a diamond sword. Without thinking the purple skinned wonder fired his beam which was absorbed by the crystal sword, and the more he poured out the closer, and closer his enemy came.

"Is he okay?" Milla questioned to the others as she placed the vehicles on the ground followed by all the people on her shoulders and head. The ghouls, Grimwood, Kevin, Gwen, Jazz, and the two other coaches; even Max got in close so they could see what was going on, but that might have been a bad idea.

' that was easier than I thought.' Vilgax thought with an evil smile before changing his sword back and obliterated the drained fighter with one sword thrust.

"No!" Gwen said in shock before hugging Kevin out of comfort.

"Ben." The experience Plumber muttered to himself, and was grateful that he sent the new Plumbers home since he knew that they were not ready to see this. Sibella on the other hand just grew angry.

"I'll rip his freaking heart out." She roared before being held in the embrace of Jake Long. "Let me go! I have to make him pay!" She shouted to the dragon, but he held his ground despite her twisting and turning. Not concerned by the people around him Vilgax summoned his lackey.

"I am victorious! Fetch me my prize!" He ordered to the organic butt kisser who did what he was told.

"I have it - the Omnitrix. This entire world belongs to you." The black/white faced man said as he held the alien watch in his hand. No sooner then he said that the device became active again, and everyone saw it floating in air by itself.

'You will not ruin my chances with the Omnitrix this time.' Vilgax thought as he reached for the watch, which by this time was pulling in all the pieces of Chromastone, but he was too late.

"Diamondhead!" The new boulder said, but unlike when he used it back at the school his chest, legs, and border of his head were that of Chromastone while everything else was Diamondhead. "You're in trouble, Vilgax. I've had a lot of practice with this one." He said before sending out a barrage of diamonds that destroyed his shield with ease.

'Nothing can get past the Ruby ray of Ulo.' The madman thought before opening fire, but Tennyson created a diamond shield before it could hit, leapt over it, and fired a shard barrage again. 'I'll just have to try a stronger focus.' He thought and shot again only to be denied in the same way.

'Fake out.' Ben thought after Vilgax charged through a diamond wall, which was made as soon as he landed behind the squid, only to turn and suffer a facefull of diamond shards. 'Time to end this.' He thought and lifted three big chunks of diamonds from the Earth itself, and positioned them over his head; after a downward arm gesture they fell. "Say the word." He ordered to the buried bruiser.

"I…yield." He said in defeat to his nemesis.

"That's right. You do." He said back before getting off from the pile. Vilgax got himself free, but just stood there since he knew his old foe had something to say about this.

"By the rules of the galactic code, as ratified by the Casey-Kelly accords, you have lost this contest. You must leave this world and never attack it again. Do you acknowledge?" Max stated and questioned to his former foe.

"I do." Vilgax said to the old Plumber before turning to face the many youths that gathered around the champion along with one with purple skin holding him closely. "But know this, Ben Tennyson, I will have my vengence upon you." He said while making a mental note of the closeness of the two.

"Sure thing. Get outta here." Tennyson said casually which he, the Lackey, the ships, and the bomb all vanished from sight. "We were on TV all over the world. So much for my secret." Ben added once they were all gone.

"Well, I used Plumber tech to block the transmission about halfway through. Nobody saw Ben Tennyson." Max said to his grandson with his hand on the youth's left shoulder since the dhampir had her head resting on his right.

'I'm just glad you're safe.' The violet toned one thought with a smile before hearing a comment from the other alien.

"What happened to Chromastone?" Gwen questioned since it felt as though nothing changed he had Way Big, but in the end he still lost a powerhouse just the same.

"Who knows? This thing is broken." Ben said as he, and Sibella, walked over to the others. "But this big team of ours is still working, right?" He questioned with his hand stretched out. They all knew that he wanted was an old fashioned hands in, and the first two to react were his fellow teachers.

"Right." Jake and Danny said as one while activating their hero left hands and placed them on top of his. Gwen and Jazz followed their lead followed by the ghouls: Sibella, Winnie, Phantasma, Elsa Frankenteen, Tannis, Morgan, Mezu, and even Milla. Kevin looked at all of them until he looked at Gwen.

'You better put your hand in on this or I'll drain you dry.' She thought with a facial expression showing what she was thinking at the same time.

"I was gonna." Levin answered back to her and placed his hand on top of the lizard's Pinky finger. The Osmosian saw the wolf do the whip motion, but he knew that he deserved it from earlier, so he let it slide.


	3. Chapter 3

Ben 10: Characters and Locations made by Man of Action and Cartoon Network

American Dragon - Jake Long: Characters made by Disney

Danny Phantom: Characters made by Nickelodeon

Ghoul School: Characters made by Hannah-Barbara

Partner aid: u/2319472/Vanessa-Masters

BJD Alien Force

Beautiful Mezu

A night in the Gobi Desert which was usually a peaceful place, but not tonight. Mezu, student of Ms. Grimwood Finishing school for Girls, friend to the Ghouls, and of the teachers, was sitting in that desert - waiting for someone. 'I really hope I'm making the right call.' The alien thought with concern since she was up against a titan. "So, you've finally arrived, Vilgax." She said once a shadow was cast over her and the Martian knew that it was the squid headed man that her teacher beat, but she still wanted to fight him.

"Why have you called me here, Martian?" The villain questioned to the creature before him. In truth Mars was beneath his notice because there's no on there worthy of his attention.

"You know that I am close to the loves of Ben Tennyson, Jake Long, and the Phantom Boy. I think of the girls as sisters…" She started to say before taking time to point her family spear right at his face before continuing with, "I've also come to care deeply with the heroes themselves." He heard her, but did not care.

"Is there a point to this?" The conqueror questioned back to her since he wanted this conversation over with as soon as possible.

"You may have lost to Ben, but I don't think you'll ever give up trying to conquer the Earth. I've already seen my home planet devastated by Cataclysm and his men, and the White Martian race nearly destroying anyone the cats missed. So I refuse to do the same to Earth." She said while trying not to think of all the Martians that were destroyed by those two parties.

'Cataclysm, I've heard of him, and he has a good commander even by my standards.' Vilgax thought to himself, but as he was thinking of adding an ally to his roster the squid failed to notice a head nod from the woman before him.

'That's my cue.' A starfish-like creature with red eyes and yellow belly thought as he stood on a cliff. 'Hope I know what I'm doing.' He thought before doing what he was hired for attacking Vilgax. The beast fired a yellow energy blast on the devastator's back.

'Now's my chance.' Mezu thought before firing a green energy blast from her staff on that same spot when Vilgax turned to face who attacked him.

"Foul Martian Trash! You dare ambush me!" The green skinned juggernaut shouted after getting back to his feet.

"In order to save the Earth, my friends, my family, and the universe itself - I will do whatever is necessary!" She answered back and he could tell by her tone that this creature was not kidding around, but neither was he.

"I am the conqueror of ten worlds - VILGAX!" The alien invader shouted back at her since he was not going to be done in by a Martian and a disgraceful beast known as a Beast Soldier.

"Together!" Mezu shouted to her partner, and with that they tried a combo blast. The effort was denied do to his nearly perfect shield. When the attacks stopped the vile one tried his Ruby Ray of Ulo, but she saw this and attacked with her staff blast turning it into an energy version of tug-of-war.

'I must break that tie.' The beast thought and was about to do something before getting stunned by Vilgax's optic blast. The squid returned his attention to Mezu before over powering her blast. That action did something truly unexpected…

"Aaaahhhhhh!" The Martian screamed in pain. Writhing in pain Mezu was in a glowing red sphere of energy and floated away much to Vilgax's astonishment.

"Cool." He whispered in awe before turning his attention to the Beast Soldier. Eventually the young one landed on the ground once the ball dissipated. The first thing that she did was memory recall, but there were several pieces missing.

'Could the ball have done that to me?' She thought in curiosity, but it was then she saw some flowers by the sidewalk she was standing on. As she looked at the flowers around the small town a familiar machine was parked near her just for a small pitstop.

'Huh?' One of the passengers thought while looking out the side window, and saw a familiar figure on the side of the road - just looking at a rose bush. Another saw his fellow passenger look out of the window.

"What is it, Helen?" A fire starter by the name of - Alan questioned to the speed creature. She decided to answer the young warrior honestly since she didn't have anything to lose.

"That girl I…think I know her." The Kinecceleran said to them before watching the girl on the outside turn to the RV as if knowing that someone was watching her. Once the two girls were face to face Helen gasped in realization.

"Helen?" Her 'brother' Pierce questioned while taking his eyes off of the Plumber's handbook to see what the female of their team needed.

"That girl outside." The speedster said while gesturing to the window and added, "I think she's the Martian - Mezu." The group decides to investigate this strange civilian, and all but Alan puts on ID masks before leaving the vehicle.

'Maybe I was wrong.' Helen thought to herself as they followed the human into the park where she helps a child get back on his feet after tripping from missing a stationary Soccor ball.

'Who ever she is: she seems nice.' Cooper thought as they continued to follow, but at a distance. They continued, believing that Helen was only seeing things until…a blast was fired before the girl which caused a flash of fire to occur.

'It really is the Martian.' Pierce thought as he saw the woman change from human to a Martian and back to civilan once the fire died down. From the smoke of the fire were several figures and one of them spoke:

"There you are, Martian!" A familiar zebra faced man said to the woman in question once the smoke cleared. The group knew of the speaker, but not of the machines behind him. There were machines and all seemed to have been built for a different task.

"Psyphon!" Helen shouted out before adding, "What do you want with Mezu?" The group stood there for a moment - still where they were since they believed someone that knew three of the best known heroes around would be the first to leap into battle, but instead…

"Help me please!" The undercover creature shouted at them out of pure panic. The comment caught them off guard, but the group responded the only way Plumbers should - leap into battle to protect the weak. Out of instinct Pierce charged in at Psyphon with a quill lance, but the both of them got blasted. The rest knew that Pierce would be fine, so they concentrated on the robots around them.

"Like shooting fish in a barrel." Manny said after taking off his ID mask and pulled out his four blasters and started shooting down the Grunt class red robots. Helen was easily dealing with floating ones specifically built for ranged attacks.

'So, he's the one that fired that shot.' Cooper said before reshaping a ordinary street light into a hand gun, and took out a sniper class robot before dealing with his share of grunt class.

'I took out the clawed goons, but these two are really doing damage.' The Heatblast in training thought as he dealt with Melee class bots but was having trouble with shield enemies. 'I wonder…' The young hero thought before going into a block stance just before they struck, and when it was trying to figure out what to do Alan shattered the shield and then the robot. "That'll do." He muttered before moving onto the second one.

"I am sorry." The starfish beast said after appearing on the battlefiled and saw that the one that had hired him was down. Pierce, who had broken from the fight to tend to the fallen warrior, saw the strange creature.

"What are you?" He asked with two spears in hand, but for an answer the field leader of the new Plumbers got slammed with it's energy attack. The rest saw this and open fire on the creature.

'Now's my chance.' The boot-licker of Vilgax thought as he saw that they were distracted by the down Martian and Gargua he used his version of the Ruby of Ulo to strike them. Too bad for him Cooper saw the attack and constructed a shield from the fallen robots. "Time to go." The zebra man said and teleported away while knowing that Vilgax sent the beast as back up.

"Guys, we need to get her to a hospital." Pierce said as he lifted up the unconscious body of Mezu. The group rallied to the Rustbucket where Max Tennyson was waiting for them.

"I think I know just who to go to for this alien." The Plumber said to them, but waited for everyone to get situated before rolling out. As they were moving the porcupine class alien was cursing himself because it was his deflection move on one of Psyphon's attacks that caused her to fall into unconsciousness.

'My fault.' The teen thought as he knelt down beside the ghoul that was lying on the bed at the back of the RV. Once they got there the field leader of the new warriors carried the fallen one into the hospital. As they walked to the room requested of them all of them noticed the mystical and alien class creatures in the halls, and had a feeling that this doctor they were seeing must really know the American Dragon. No sooner than Pierce put her on the bed that a violet eyed woman began a check up on the Martian.

"There is nothing wrong with this woman. Nothing at all." The female physician said to them with a warm smile. This caused them all to sigh in relief, but that did not last long after her next comment. "But she's completely lost her memory." She added casually causing the others to gasp in alarm.

"Amnesia?" Max questioned since he had seen similar scenarios with his fellow Plumbers when he was an active member.

"Yes." The doctor answered back with a nod and added, "Her name and place of birth…have all been forgotten." The doctor turns to the child with a sad look on her face. "My hypothesis is she must have received some type of violet shock." The med student said to them as she explained her reason why this happened.

"Maybe it has something to do with Vilgax." Cooper pointed out to the others while adding, "I mean it would explain why Psyphon was here, right?" The others had a feeling that he was right since they all had a feeling that the squid faced one would not abide by the rules set at the match.

"Hmm, Cooper may have a point." The retired one said to them since he knew how his old foe thought. "I better contact Pamela and tell her where Mezu is." Max said after giving the child in question a shoulder glance, and headed for the nearest hallway phone.

"Pamela?" Manny questioned to Helen since that name did not sound familiar. The Tetramand knew the Ghouls names, the sisters to the new hero's names, and he knew of Gwen, but nothing on this new name.

"Miss Grimwood's first name." The speed factor explained before adding with a smile, "They are on a first name basis." The female XLR8 actually seemed happy for the former warrior of finding love at his age, but her friend did not.

"Old people love." The red skinned one said with a disgusted shudder as he pictured that moment of a relationship. Helen heard this and smacks his lower left shoulder; right when they were about to start a squabble their brother spoke.

"Guys this is serious." Pierce said before looking at the injured warrior. "We have to restore her memories." He explained to them in a calm tone, but the porcupine could feel that there was something else driving him this time; he just did not know what.

"Try taking her someplace." Vanessa, the doctor, said to them as she washed her hands. "The beach, the park, anyplace will do. If you don't rush her and spend time with her. Mezu's memories should come back as a result." She informed before leaving to another room.

'I know that one piece of Martian info is that their life span is 100 years to just be a year old, so this may take a while.' Helen thought as she and the others helped her to the peaceful grounds outside of the hospital.

'This place may not be exact, but it is bringing back some memories.' Mezu thought back to the ocean back on Mars while looking at the man made pond. She saw her company and memories of them came back: picking shells with her mom, playing with the Mice Martians, sniffing flowers, and blindfolding Pierce to play a blind folded version of tag. "I remember some things." She said aloud causing the group to look at their friend.

"You do?" The field leader questioned to her calmly.

"Yes, things long forgotten when I was a child. Gathering shells, picking flowers, playing tag with everyone…good times." She said back to them with a blissful smile on her face.

"I talked it with Pam… I mean Miss Grimwood, and she said that she's going to send Jake and Danny to pick her up." Max said to them while quickly switching to a formal title when he saw the looks the others were giving him.

"Does she have to leave the instant they come?" Helen questioned after she and the others gave him a surprised reaction over what he said. "I mean…shouldn't we try to help her regain her memories?" The speed creature questioned while explaining why she wanted the new girl to stay a bit longer.

"Ordinarily I'd agree with you…" Max said to his student while rubbing the back of his head before continuing with, "But with Vilgax not only here, but targeting Mezu; it might be safer for her to be with Ben and the others." They all knew that their teacher had a point since they were useless against the squid and Ben took him down just like he did six years ago.

"Sir, I promise on my father's reputation as a Plumber. If you let us help her recover her memories. We will protect her with our lives." Pierce said with a serious face as he decided to confront Max about his…their decision. The former Plumber was surprised at the serious expression the field leader was sporting.

"Do you all swear to protect her?" The grandfather questioned to the rest of the group who nod to his question.

" Yeah." The Pyronite in training said while thinking, 'He's doing this probably to impress Elsa when we met the Ghouls after Ben's victory over Vilgax.' The Plumber then said aloud, "If I was in the same spot I'd hope someone would help me." His statement rang true and the other two decided to speak up as well.

"It's not like we can't handle Vilgax." Manny said while flexing his upper arm biceps and gripping then with his lower arms. "He might have beaten us before, but we're ready for anything he throws at us." The four limbed man added after releasing his arms.

"We were in the same spot as Mezu. We were alone and didn't know what to do." Helen said to their founder while looking at her 'brother' Pierce who was watching the Martian play with the Hospital dogs; not even knowing that they were talking about her. "Now we have the chance to help someone in the same boat." She added. Max looked at the kids and can't help, but feel proud. They are so willing to help someone they barely know is an admirable trait.

"I have to say that I've very proud of you kids." The veteran said to them with a genuine smile on his face to show he liked their decision. The new team smiled back at his praise.

"So, she can stay?" Piece questioned to his commanding officer. Max began to bite his lower lip with worry since he found it odd that the team was so quick to defend a girl they barely knew.

"Only if you promise not to let her out of your sight." Max said with a nod.

"We promise." The group said as a whole. Once they got permission from the Hospital the Rustbucket and company headed for the beach. Helen, Manny, and Alan chilled out where the Tennyson's trio once slept while Pierce, Cooper, and Mezu stayed in the built in booth: Mezu on one side, Piece across from her, and Cooper beside the Martian.

'Losing your home, mother…everything that was once a part of your childhood. I can see how Vilgax's invasion had such a reaction from Mezu. Having lost her memory - Mezu seems much happier now. I will protect her even if I have to give up my life in the process.' Pierce thought to himself as he gazed at her.

"Don't worry you can relax, Mezu." Cooper said to the Martian as a way to make her relax.

"Yeah! Max Force is here to take care of you." Manny said to her with two thumbs-up and a big smile on his face.

"You can call us that a hundred times over. It's not going to stick, Manfred." The speed factor informed the strength in a deadpan tone.

"Darn it." The strong one muttered under his voice. That back and forth caused Mezu to actually laugh. Eventually the group made it to the beach, and as the others went to have fun Max stayed with his machine. As the new guys went to the sandy surface for fun in the sun a familiar dragon and ghost landed to have a word with the Plumber.

"Uh, correct me if I'm wrong…" Jake, who went from dragon to human, said as he pointed to a human Mezu, Pierce, and the others before adding, "Weren't we suppost to come get her." This is a confrontation that Max did not want.

"There's been a slight change in plans. The kids want to watch over her as Mezu tries to get her memories back." Max informs the allies to his grandson.

"Is that safe? I mean - what if Vilgax goes after Mezu again?" The human phantom questioned with worry. These kids nor, did he suspect the two of them, were a match for Vilgax especially after what happened to Chromastone.

"It could be dangerous. I mean what are they thinking." The dragon boy said while shaking his head in uneasiness. The teacher knew that the defender of the Ghost Zone and the mystical negotiator had a point, but he had to assure them that everything was going to be okay.

"They are thinking that they are helping a friend." Max said to them causing the two gym teachers to become a little surprised.

'How can that be? They barely know her?' The two thought in confusion.

"Just because they don't know her very well doesn't mean they don't feel friendship with her. They understand what she's going through. It's like second nature for them to want her to get her memories back." Max explained to the two so they would be less surprised.

"We didn't mean to sound like we were putting them down. It's just that we are worried about Mezu." Jake said to the former fighter for freedom in an embarrassed tone since he really was worried about his student.

"I know, but give those kids some credit. They're fighting to protect the Earth just like you two and Ben." The elder Tennyson said to the dragon and ghost creatures before him.

"Do you think we could at least go watch her? To make sure nothing bad happens to her." The phasm said to the marksman, and prayed for a nod of acceptance.

"I think that's a great idea." Max said and then watched at the Amity Park apparitian and the American Dragon headed town to the beach with the new Plumbers. Mezu was shell collecting with Helen, and as the Martian placed one to her ear the young woman's mind thought of the four hours that she and them spent in the park. Even though the alien did not remember these people the fact that they were doing so much for her brought back memories as she closed her eyes. She recalled a young Martian with a pair of older ones, and all of a sudden the young one sprinted forward.

"Look! Look, Mezu, honey!" A voice said to the young one with a strong tone. The young one sees what her mother is pointing at, and picked up a handful of shells.

"Look at all of these!" The child form of Mezu said with a nice, wide smile to the two taller aliens.

"That's wonderful, Mezu." Her father replied back with a chuckle. Back in the present the Martian examined the details and feel of the shell in her hand by stroking it with her finger. At that moment the Ghoul School student recalled what she, and the others, did when they first met these heroes; before this adventure at the beach. Thinking of these new guys causes another memory to appear - one involving smelling purple flowers with her mother.

"They smell really good." The child that would soon grow to be a student of Miss Grimwood said after smelling the purple plants. Back in the modern age the warrior in question was now playing a game with the new Plumbers. Mezu, Alan, and Cooper were keeping out of arm's reach from the blindfolded Manny.

"Here I come. I'm gonna get you." The Tetramand said to the others with a smile on his face. Despite his best effort Manny was really starting to enjoy this game.

"Over here!" Cooper called out before dodging an upper left arm swipe, and added, 'Too slow." Another saw the taunting and decided to try it as well.

"Over here!" Alan called out before doing a small hope, and used a small flame blast to evade all four hands. "Nope over here!" He called out while also praising his luck that no one was around to see the fire trick.

'Oh no.' Mezu thought as she saw the man heading straight for her. 'That'll do.' The Martian thought as she saw something that would help her out. Mezu quickly hides behind Piece, and at first the porcupine was confused until it dawned on him - he was her shield.

"Hey! Wait! I'm not even playing this game!" Pierce shouted out for all to hear. The field leader tried to put the Martian back on the front lines, but she just laughed and put him back as a shield.

'Don't know what's going on over there, but who ever it is - they're mine.' Manny said as he charged at the voices to his left. The two saw this and dodged him with ease. It was so easy that they laughed about it.

"Can't catch us, Manfred." Pierce called out with a smile on his face, but unknown to either alien was that his left fingers and her right fingers were laced together. Manny growls like a monster as he followed Pierce and the Martian's laughter which causes Mezu to remember another moment on Mars.

"I'm coming to get you." The mother of Mezu shouted in the flashback. Mezu along with two locals: Rimfire - a Martian Mouse, and M`gann M`orzz a fellow friendly Martian were playing a similar game with the older female. There was only one exception - she was using a metal blindfold, and not a cloth one.

"I remember a little bit…" Mezu said softly while looking at the others and continued to enjoy the game. As they continued to play Vilgax has decided to pass sentence on the hired hit-man.

"I should simply eliminate you, worm!" Vilgax shouted as he pulled out his sword. He aimed the blade at the confused Garuga, but Psyphon decided to talk his boss of trying something else out.

"My liege if I may beg for your attention." The zebra man said to the warrior before him. The conquer did not want to listen to his yes man, but Vilgax decided to humor him.

'This had better be good.' The conqueror of ten worlds thoughts as he gazed at the coward of his army.

"This creature doesn't remember helping the Martian." Psyphon said with a grin before adding, "So, he believes that he has always worked for you." This caused the squid to start stroking his tentical beard in wonder.

"So, you suggest we use him to deal with Max's motly group of Plumbers?" Vilgax questioned as a means to find out his lackey's plan. When he received a sinister smile as his answer the conqueror knew that he hit the nail on the head.

"Garuga can control those affected by certain energies." The lap dog explained to his boss as he holds a finger up in declaration. "Which our dear female Martian is currently under the influence of." He added after his first sentence.

'I could test this on the Plumbers, and if that works than I will have her attack Ben Tennyson and his lackies.' Vilgax thought and enjoyed a figure that Ben had taught at a school be used for his own destruction. "Then let it be so, Psyphon." He said after crossing his arms behind his back and looked at the Earth through one of the windows on his ship. Psyphon bows with his arms on his chest before motioning for the star creature to follow him.

'It's good to see everyone in high spirits.' Max thought as he was checking out a few of his instruments near the back of the Rustbucket.

"Feeling better?" Pierce asked the Martian, who was sitting on the front passanger as he was given permission to drive the sacred Ben 10 vehicle. She looked at him and nodded happily; grateful that he and the others were slowly, but surly helping her remember who she truly is.

'It was pretty sweet for Alien G to give us these boards.' Jake thought as he and Danny were following on hover boards. Thanks to temp. inviso powder, and natural ghost power the two were not seen or heard as they tailed the aged vehicle.

"The target is in that old heap of a vehicle." The starfish muttered to himself as he glided over all road riders. Once he found his pray the beast sent out a series of shockwaves that only Mezu felt.

'What!' The woman thought with worry as she watched her body jerk to face Pierce. 'I can't control myself!' She thought with great fear as she now saw herself chocking the porcupine in question.

"Mezu, what are you doing!" He shouted back with his windpipe slowly closing in on him. The Plumber glanced at both his attacker and the road, and knowing he can't do both the young fighter swerved off of the road to the left since the right was just a cliff.

"That can't be good." Danny said as he and Jake saw the sudden crash before them. The two transformed and got in close; just in case they were needed.

"Mezu, please stop." Helen said as she, and the others, rushed over to the driver's section after the purpose crash. The manipulated woman saw them coming, but called forth her spear and sent an energy blast at them.

'Can't have her destroying Magister Max's RV.' Pierce thought as he opened his door, grabbed her arm, and forced both of them out of the down vehicle. Their watchful protectors saw this, and knew that they made the right call for transforming.

"Mezu, enough." Her two teachers said as one to their student, but no response Mezu continued to strangle him, and kept him against the side of the vehicle. As the two watched this the leather skinned one heard something, and saw the problem.

"Dan." Jake whispered while slyly elbowing his friend and pointed at the problem. Still above them in the sky was the starfish from before, but the two had a feeling that he was not fighting on their side.

"Let's try a combo." Danny whispered back before taking a deep breath. At that moment Danny Phantom and the American Dragon unleashed a ghostly wail, and a powerful flamethrower up at him. This caused the creature to stop since he was now worried about his injuries, and not on his job.

"Mezu." Alan called out as he and the others got out of the Rustbucket, and went over to their friends. Cooper, Max, and Alan checked up on Mezu who had fallen once the commands stopped, and Helen along with Manny checked on Pierce.

"Are you alright, Pierce?" The female XLR8 questioned with concern to their field leader who seemed to be catching his breath.

"Don't worry, Helen. I'm okay." He said back with a reassuring smile before looking down at the fallen female fighter. "Mezu, are you alright?" The lance maker questioned once the three gave him room to kneel down.

"I'm okay, Pierce. I'm alright." The Martian answered back with a smile, and he could tell by looking into her eyes that the interspatial intriguer was back, and nothing was controlling her.

'I knew he was going to need back up.' Psyphon thought as he and another group of red robots appeared on the soon to be latest battlefield. The others looked right at the follower of Vilgax, but it was their field leader that spoke.

"You ready for a true beating, Psyphone." The porcupine called out as he stood ready. The others were surprised about what he said, but quickly shook off their surprise and focused on the fight.

"Let's get to it." Manny said as he pulled out his four blasters, and went to shooting. The others did what they did the first time except now Pierce made sure not a single robot came near the disoriented female. Pierce went down the other side of the road guardrail with Mezu by his side.

"Let's show these kids how we do things." The red warrior said as he started using his dragon strength factor and flames to deal with the machines. Danny on the other hand relied on ecto-blasts, arctic moves, and ghostly wail.

'Good thing Ben isn't here for me to make this blunder.' Pierce thought as he made his way back up the steep drop. As he did the warrior slashed away at the robots and kept Mezu safe until an optic blast that landed a step or two in front of him halted his advance.

"You will not escape." Vilgax called out to them as he made his way over to the two aliens. With their attention focused on one of the biggest threats of all time Garuba flew over and landed behind them.

'I won't let it be.' The field leader thought as he, almost as fast as his sister, shielded the Martian from the starfish's physical attack with his own body. The others heard a scream of pain, and one knew which voice it was.

"Pierce!" Helen shouted, and with that the team headed for the guardrail: ready to jump over and assist. Psyphon cut them off, by not only standing in their way, but also throwing a energy grenade at them.

'Easy.' Danny thought as he projected a green force field, but the contact still blew them back.

"None of you will interfere with my Master's plan!" The wimp shouted at them in defiance. The heroes got back on their feet, and none of them looked very pleased with this man's boasting.

"Alright, Leech, you've had it!" The dragon shouted before adding a primal roar of anger. He and Danny flew at him at full speed, but Psyphon saw this and projected his own force field.

'That won't save him.' The two thought as the dragon reered back his right fist, and the ghost his left. With all of their strength punched through the shield and right at the bootlicker's face.

"Lucky punch." He groaned before collapsing to the ground into unconsiousness. Back in the undisturbed valley Pierce was still holding back the constant yellow beam.

'I must protect Mezu. Can't let them get to her' The quill warrior thought as he held back the beam until it finally took it's toll, and he fell to the ground.

'I can't believe it. He's…he's doing all of this for me.' Mezu thought in awe after gasping in alarm when the Plumber collapsed. 'But I can't let him get killed for my sake.' She thought with a somewhat pitiful tone.

'At least I can be rid of two allies of Ben Tennyson.' Vilgax thought as he readied his ruby. Mezu saw this and copied from Pierce, and became his human shield. The two of them flew through the air due to the explosion, and rolled over to a still lake.

"Mezu!" The dragon and phantom shouted in alarm when they saw this through the thin line of trees. The field leader came too soon after they shouted and saw that the woman he tried to defend was down.

"Mezu!" He shouted in alarm before examining her as best as he could. As he did that the Martian returned to her basic green form, and was looking around her surroundings in confusion.

"What? What happened?" The amnesia one questioned aloud in a groggy tone, but as soon as she said that all of the young ones memories came back to her while not getting rid of her new ones.

"Mezu, are you?" Pierce questioned with concern when he saw her staring right at him.

"I back, and I remember everything." She said back to him before forcing the fellow alien into a hug. As the two were having this moment the squid spotted them, and did not like what he saw one bit.

"No one defies, Vilgax." The conqueror shouted as he began to rest his ruby weapon for maximum satisfaction. Above them was another couple, a familiar couple.

"You were right, Sibella. Today was great day for a fly by." Bloodrush said to the bat beside him. The two were happily flying along until the purple one spotted something.

'That can't be who I think it is.' Sibella thought as she looked down at the fight below them. She used an animal-like screech to her fellow flyer while pointing down with her wing.

"Hmm?" The big bat question before looking down. "Vilgax!" The hero of heroes shouted out before transforming again. The transformation took him down before the two aliens in a hurry.

'Whatever that was it won't matter.' Vilgax thought as he took his shot at the two, and the soon to be deadman.

"Diamondhead!" The man shouted while standing upright. As soon as he did the beam hit him square in the chest. That was when felt the power surge into his hands as if he was still the fallen fighter.

"Back at you, Vilgey." The boulder shouted before firing the same energy back at the attacker. 'This could come in handy.' The hero thought as he looked at his diamond hands.

'I don't have time to deal with this.' Vilgax thought as he looked around at his odds, and since he did not like them the dictator did the only thing he knew - he retreated. Ben did not question why he left since he still had a previous engagment to get back to.

"You can take it from here, Pierce. Hasta." The boulder said to the new Plumber before changing back to Bloodrush and resumed gliding with his girl. The two remaining ones decided to rejoin the others.

"I want to thank you, Pierce…if it hadn't been for you looking after me in my amnesic…who knows what would have happened." Mezu said to her fellow alien, and he felt touched over what she said.

"It was my pleasure. Getting to know you, Mezu, was a very nice experience." The quill hero said back to her after taking her hands in his.

"Well…if you ever want to, you know…hang out." The Martian said to her friend with a blush on her face, and felt nervous as she finished with, "I wouldn't mind." That was one sentence the smitten smasher of sin did not mind.

"Sure!" He shouted with a bright smile on his face before seeing the others around him. "I mean…that would be nice." He recovered with after a small cough into his fist.

"Well…I hope to see you soon." Mezu said as she walked over to Jake and Danny.

"See ya soon." The teen said back to her while waving his hand. The dragon offered his back to her, and once she was on the three of them flew back to Miss Grimwood's home.

"What?" Pierce questioned to the rest of his team. Standing before him were: a smirking strong man while the tech, fire, and speed heroes were only grinning at him.

"You sly dog!" Manny shouted before using his lower arms to hold Pierce at bay and his upper arms to give the porcupine a twin fisted noogie. "You just scored yourself a real cutie there." He added with his grin still beaming.

"I…I don't know what your talking about. We're just gonna keep in touch. I mean she had just gone through a horrible ordeal." Pierce said, with a slight stammer, as he was able to break free from the hold.

"So, your gonna give her your shoulder for comfort?" The speed factor of the team questioned with a raised eyebrow. This was something totally new to her about her brother since he always seemed like a soldier and not a Romeo.

"If she needs it, yes. Perfectly innocent I might tell you." He said back to her with crossed arms of defiance. The country boy decided to say his view in this discussion.

"Sure. And if she gets real close to you in the process then it's just gravy then?" Alan stated and questioned to the field leader of the team. Pierce just sighs as his friends laugh; playfully goading him for his new affection to the green Martian.

'I just hope Pierce doesn't come to me in order to talk about dating options. I may not be the best one to ask 'how can I stay with my one and only'.' Max thought as he stood by the Rustbucket and was listening to the whole thing. After all there was: Xylene, Verdona, and possibly recently - Grimwood.


	4. Chapter 4

Ben 10: Characters and Location made from Man of Action and Cartoon Network

American Dragon - Jake Long: Characters made from Disney

Danny Phantom: Characters made from Nickelodeon

Ghoul School: Characters made by Hannah-Barbara

Partner aid: u/2319472/Vanessa-Masters

BJD: Alien Force

Inferno

In a desert outside of town a oil pump checker was doing his rounds. 'Let's get this stop over with.' He thought while exiting the red pickup truck. 'What was that?' The man thought as he heard some rumbling in the distance, but saw nothing wrong past his clipboard. "This is Dodge at pump 32. Nothing new…" He said into his walkie-talkie before muttering once turning off the device, "As usual." After a few moments his word stood true until the pump beyond a gorge collapsed into itself. "What the…" The worker shouted in alarm before looking over at the 32nd pump…or where it used to be.

"This is the surface." A strange cow colored, rhino-like, beaver teeth creature came out of the hole. The human watched as several of the same kind of creature came out the hole and into the gorge.

"Come on! Come on!" The worker who fled back to his truck shouted as he tried to turn on his machine. Even though the human saw one of them munch on a rock his self-preservation was over ruling his logic. Luckily the man was able to activate his ride and floor it before the beasts had a chance to scratch his paintjob. After an hour or so a bus was on the road going down the same path as the checker.

'It was certainly nice of Kevin to attach his deck to my dashboard, so that we know where we're going.' Grimwood thought as she took: Ben, Kevin, Gwen, Sibella, Morgan, Elsa, Tanis, and herself to the site of the disturbance.

"Isn't it beautiful, Sibella? The barren landscape, the small spots of greenery, and the rock formation?" The mummy girl questioned to her purple skinned chum while gazing out of her window.

"The unbearable heat!" Another adventurer shouted aloud before catching a bottle of ice cold water from Ben and poured it all over herself. "Remind me why I'm coming again?" She questioned as the last bit of the water dropped on her face.

"Miss Grimwood said it would be good if you came with us on this mission. The idea was to expose us to the inner workings of the world by the sights we'd see." Sibella explained to the new girl in a calm tone as she watched Ben sit beside her.

"Besides with Danny and Phantasma in Amity Park to see that Dumpty Humpty concert. As well as Jake taking Winnie and Mezu to New York to meet his friends. I couldn't just leave you home alone." The headmistress explained as she removed her hands from the wheel; which the hand spirit calmly took for her.

'Good thing I have seen the others do this sort of thing in the past.' The hand thought as he effortlessly kept them on their side of the empty road.

"Especially after the last time we left you at home when you left Hugo in the Yamato Pool." Elsa said to her ghoul gal with her hands on her hips out of anger. The sea creature heard her friend and decided to say something about that.

"Hey! That was an accident. I forgot that he was still in the pool." Morgan said back to the electric one with a defensive tone. Her comment did not sit well with the champion of champions.

"How do you forget about a 900 pound Kraken Octopus?" The green jacketed hero questioned to the love of his life. The only answer that she could give him was a simple shrug.

"At any rate…" Grimwood said to them as to stop any potential fight between the girls. "It would do well to get to bond with Miss Tennyson and Mister Levin. This mission will let us get better acquainted." She added to her first comment before reclaiming the wheel.

"I know I'm learning a lot." The absorber said as he glanced over at Sibella before continuing with, "I was amazed when I saw Vampira here come outside without bursting into flames." Hearing this caused the Omnitrix bearer to speak out for the purple one.

"First it's Sibella." Ben spoke, stating her name first and added, "Second she's a dhampire, so she isn't affected by sunlight." With a frown on his face.

"I do have to buy PF 1,000,000,000 in bulk though." The monster in question explained as she pulled out a bottle of said item, and smeared it all over her arms; grateful that it went on so evenly.

"The woes of being a Teenage Dhampire, right?" The shape-shifter questioned with a playful smirk on his face. She did like Ben's statement's and this one was no exception.

"You could say that." The bat replied back with her usual husky laugh. It was then a beeping was heard on Kevin's deck.

"Kevin?" The mana manipulator questioned her boyfriend since this was his tech, and he was the only one who had a clue what that beeping meant.

"Speed trap coming up. Highway patrolman with a radar gun." Kevin explained what that specific beeping meant for the rest of them.

"We're on duty. Can you do something?" Ben said back to his best friend. Tennyson was grateful of the chance to hang out with his girlfriend, but judging by that report these creatures could spell big trouble if they didn't hurry.

"Can I do something?" Kevin said in a sly way before pressing a button on her dashboard, and in a flash of light the bus had disappeared from the naked eye. After a few moments the man in question was woken from his nap by that machine, but when he looked around the young man saw nothing.

'The wind must have set this thing off.' The blonde haired man said as he saw the gauge give him an 85 for some reason or another. The guys stayed silent until they arrived at the spot of the disturbance.

"When did you install a cloaking device onto Miss Grimwood's bus?" Gwen questioned once they had all gotten out of the machine.

"When her and her lovely ladies…" The Osmosian started to explain, but stalled to wink at the girls who answered back by rolling their eyes at him. "Started to join our little possie." He continued on from his earlier statement.

"So you just decided to install alien tech on her bus?" The bearer of the wrist device questioned to the scam artist beside him with a skeptical look on his face.

"Uh-huh." The mineral man answered back rather calmly.

"Could we please not use it so much because…" The cousin stated before adding a groan, and finished with, "cloaking fields give me a headache." Her lover heard her and decided to answer back with:

"Speeding tickets give me a headache." Kevin admits that that was the real reason he installed the device.

'I knew that all he wants to do is avoid the police.' The handy helper thought as he floated along side his old friend. Kevin tossed his binoculars to his friend who grimaced at what the creatures were eating.

"Well, that's unnerving." Ben said as he looked up at the hybrid hero to his left.

"More unnerving then the time Sibella took a bite of a banana and sucked it limp?" The aquatic avenger questioned them casually.

"WE agreed never to remark about that?" Ben said as he blushed brightly as he remembered the moment she spoke of. Frankenteen decided to save her coach before Levin could use this conversation to his advantage.

"Moving onto a non-uncomfortable subject." Elsa said to the rest of them as she pointed at the creatures before them. Kevin saw this, but did not seem to notice any harm in what they were doing.

"So, what's the big deal if they eat a few rocks?" The mutated one questioned to the others. None of them could believe that he was really that dense.

"Do you even own a mirror?" The bat woman of the group questioned. He finally understood what they were getting at, and went back into the bus to use an I.D. mask that he brought with just in case of an emergency.

"Way cool." The strength of the ghouls said in exclamation once she saw the mutant look an awful lot like his human self.

"Is that one of those I.D. masks that Mezu told us about?" The daughter of the mummy questioned since she had a feeling that that had to have been the answer. The dhampire tested it by knocking her hand to it, and it sounded like fist hitting stone.

"Well…you look human." Sibella stated while rubbing her index finger and thumb on her chin - wondering if this could fool the creatures down below.

"Maybe now isn't the best time. We do have a matter of the…um…uh…well whatever they are." The headmistress of the school said to them as a way to have them focus on the situation.

"But you still should try to avoid those things." Gwen said as a way to keep her lover safe. Her cousin decided to get this show on the road, by heading into the fray.

"Yeah, they'll have you for lunch." Ben said after tossing the binoculars back to Kevin and ran toward the invaders.

"Funny." Kevin said as he looked at Gwen and added, "I said the same thing about him, Jake, and Ghost Boy dating those Ghoul Girls. OW!" The shout of pain was due to the slap on the back of the head that Elsa gave him.

"It's hero time!" Ben shouted out as he landed on the bottom of the chasm. "Humungousaur!" Ben shouted as he slammed the dial down but nothing happened. "Humungousaur!" He shouted again when he saw that they were started to charge at him so he tried a few more times, "Humungousaur! Humungousaur! Ugh!" At the last part he seemed to have been trampled.

"Ben!" Sibella shouts in alarm before transforming into her bat form, and stayed over the stampede. "Ben! Ben, where are you?" She shouted while staying over the rush, and once the bat saw a brown dot cross her line of sight the young creature swooped in and pulled him out by grabbing onto his collar. "Are you alright?" She asked while staying airborne.

"Grandpa Max, you ran another stop sign." The human answered back with his head still spinning.

"I'll take that as a 'give me a minute'." Sibella said to herself after hearing what he had to say, and knew that he was disoriented for the moment.

"They need help." Kevin says aloud before transforming his stone arm into a club, and his metal arm into a big hammer before charging in much to Grimwood's horror.

"From someone who isn't on the menu. KEVIN ETHAN LEVIN GET BACK HERE!" Miss Grimwood shouted to the reckless one. The Anodite beside her decided to give the teacher some friendly advice.

"Trust me. When he gets out the hammers there's no talking to him." Gwen stated before heading over into the fray with her 'walking on tiles' move. Kevin was able to bash his way through the carnage until he was underneath Sibella and the out cold Ben.

"have you completely lost it? These creatures eat rock." The bat hollered at the creature beneath her. Kevin did not hear her; he simply had his arms ready for a drop and go move until…

'What is that heavenly scent?' One of the beasts thought before charging toward Kevin and started to big Kevin's arm.

"Ow!" He shouted in pain before re-trainsforming his right hand into a hammer, and knocked the creature out with a single hit. "You've got to be kidding me." The teen shouted once the dust settled and all of the creatures came after him.

'Do I have good timing or what?' Gwen thought as she got off of her tiles and stood beside Kevin before forming a bubble barrier as the creatures ran past them. Morgan decided to aide them with some water tricks that her family tossed down to her.

'I better help too.' Elsa thought before using her strength to knock a few out of the way.

"I just know I'm gonna get all dried out after this." The amphipian one said as she used the water from her hands to propel herself into the air. The first thing the young one did was create a moat around Gwen's shield.

'This'll help.' The female Tennyson thought as she looked at both the strange creatures and the Lagoon woman landing to where Sibella finally placed the unconscious Ben.

"Come on, Mr. Hero. I drank the mansion of 3000 gallons of water so I could survive this trip. Not so I could use it up fighting alien cows." Morgan said to the hero before spraying some water into his face from her palm.

"What was that?!" The hero of heroes questioned in alarm after awakening.

"Morgan sprayed you with water to wake you up." The dhampire explained to her boyfriend, but did not say where since there was a part of her that knew that he would overreact.

"Where'd you get the water?" The brown haired youth questioned the water based woman since the last time he was in need of water in the desert was when he had to jump into a neiboring RV's hot tub, and since the hero saw no other vehicles around; he became curious.

"Well, I drank a whole lot of water before we left because in case of danger I can spray it out of my body in a pressurized fashion." The fish girl answered back which caused the shape-shifter to be a little grossed out.

"EW! GROSS!" Ben exclaimed before wiping off his face as best as he could. "That was your personal water? Gah!" He added as he continued to clean his face, but this time with the back of his jacket.

"So?" Moragn questioned back since she saw no problem with that since her family splashed one another the same way with the same kind of water, and every one was just fine.

"That's like whizzing on a guy for crying out loud." Ben said to his student, and was able to keep his anger out of his voice, so he would not harm her feelings.

"Oh, Benji." Sibella muttered to herself while rolling her eyes at his melodramatic-ness.

"Well, it was inside her body and…" The changling started to speak but was cut off by another one of his charges.

"Ben…" The mummified one shouted out as herself and Miss Grimwood along with the retreating Elsa came to their position. "Can you focus?" The youngest one questioned to him calmly.

"Like the fact that your cousin and her boyfriend about to be trampled." Grimwood said as she pointed at the endangered ones. Ben saw that their water barrier was quickly turned into mud, and Gwen's shield was starting to give way.

"Right. Be ready in a sec." Tennyson said to her while dialing up a hero, and right when he got to one that might be useful he slammed it, but received a predicable surprise.

"Brainstorm? Bewildering." The crustacean said before leaping high into the air so he could have an understanding as to what was going on.

"Huh…reminds me of Cousin Charlie." Morgan said as she saw Ben in action.

'With all due respect this should work.' Brainstorm thought as he used his electrical, and possibly, telepathic might on the old train cars and rails to make a make-shift pen.

'That's my Benji.' Sibella thought as she then watched him snatch up Kevin and Gwen the moment her shield was shattered by the creatures putting pressure on it. The brainiac gently placed them outside the holding ring with the others before floating down as well.

"Those cow things bit me!" Kevin shouted to his old friend out of anger not noticing Gwen's smug-like smile from his statement.

"That is what you get for rushing in recklessly like that, Mister Levin." Grimwood said to him in a lecturing tone much like she did when Ben, Jake, or Danny accidentally trashed one of her classrooms.

"Precisely why I chose to surround them with the metal rails. I observed that they only eat stone." The Cerebrocrustacean explained to the group and saw that he got smiles, and nods from the girls, but not so much from his friend.

"Lucky me." Kevin said as he gazed at his hand and could still feel the bite.

"On the bright side at least you still have all five fingers." Elsa said with a good natured laugh. The others chuckled as well, but the Osmosian simply climbed back up to the bus.

"Come on. We better follow him." Ben said after changing back from a big brain to his human form. The team made their way up to the bus, and as they made their way down the gorge to the other side Morgan spent that short time in the bathroom chugging down as much sink water as possible.

"Morgan, dear, we are going to examine how those creatures came out. Follow when you are up to it." Miss Grimwood said to her student from the other side of the door before going on out.

'Come on Morgan. You can do this.' She thought while gazing at the mirror. 'You can't let Mezu be the only one to have an exciting adventure.' The water girl thought which sparked her to go outside again.

"Why does this hole remind me of one of my favorite shows?" Ben questioned as he and the others were looking at the object in question, and was surprised of how deep it is.

"I wonder how far it goes." Frankenteen stated before summoning a loogie and spat it downward. They all listened closely, and eventually heard it splat.

"Wow that really is far." Tannis said and for a brief moment lost her balance for being too close to the edge, but luckily Ben saved her.

"Careful there, Tannis. I don't want a Mummy's curse should anything happen to you." The hero of heroes said to her, and instead of being insulted the daughter of the mummy simply giggled a bit.

'I should not be thinking that thought for quit some time.' Sibella thought to herself as a deeper part of their relationship crossed the dhampire's mind when she saw the save.

"Come on. We better call Grandpa Max, and let him know we're here." Ben said to the others. Gwen pulled out her Plumber's badge, activated the hologram feature, and placed it on the hood of the bus.

"Those are Pyroxovors. I haven't seen one in years." Max said once he got the scoop over what took them so long to contact him.

"How come we never heard of them?" Kevin questioned with crossed arms since he considered himself to be the most knowlegable one on aliens in the group, but felt insulted that he has never seen or heard of Pyroxovors.

"Kid, there's lots of species here on Earth that you won't find in any book. That's usually where fairy tales come from: unicorns, trolls pixies - they're all real." Max said to them, and added usually because of the truly mystical side of their team, and the fact that Miss Grimwood was standing before him.

"Even Bigfoot?" Levin questioned since he wanted to know if that myth was real or fake.

"Don't be ridiculous. That's a guy in a suit." The experienced fighter said back with a chuckle. The headmistress decided to throw her insight of the topic into the conversation as well.

"Maxwe- I mean Mister Tennyson is right. One time at our finishing school, before Ben, Jake, and Danny a Bigfoot enrolled. I had my doubts, but still accepted the new girl only to find out that it was a guy in a girl costume taking inapproiate pictures of the girls." Grimwood informed them which caused one of the trio to become a little wound up.

"What?!" Ben shouted in alarm. The leader of the ghouls decided to quell this fire with the rest of the abridged tale.

"He did not get far though; once I had informed the fathers of what happened Count Dracula quickly dealt with his since he is very protective of his daughter." Pamela finished not knowing that she only made the shape-shifter more nervous than angry now.

"Anyways, do you know what drove them to the surface?" Gwen questioned as she was getting things back on topic.

"I don't know. Something scared them…" Max replied back to her and was about to continue his sentence until the headmistress beat him to the punch.

"or made it too uncomfortable to stay underground. Correct Magister Tennyson?" Grimwood questioned with a kind smile on her face to show that she meant no disrespect for cutting him to the quick.

"Exactly right, Miss Grimwood." The aged mortal answered back to her.

"They're walking tanks. What could make them uncomfortable." Kevin questioned as he recalled the one he hit with his hammer arm rise to his feet a moment after the head blow.

"Let's go find out." Ben said with a smile since this sounded like it was getting interesting. The group got back in the bus, and the elder of the group drove in the hole. They drove past what was left of pump 32 which got one of them to ask a question.

"How far does this go?" The water based one questioned as she saw nothing but dirt in the window. As a precautionary measure Morgan studied up on places to avoid, and feared that they were heading for the worst.

"I don't know, but this as far as we go. End of the road." Kevin said as he stood by Grimwood's chair and saw the problem before them.

"Now what?" The young stein questioned as she too saw the wall of stone before them. As if on cue the paper thin ground beneath them started to crack.

"Ya had to ask?" Kevin questioned after hearing the cracking, looked to the side, and saw the cracks get bigger. In an instant a hole appeared beneath them and they fell through it.

"I'll go Bloodrush and slow us down!" Ben said as he dialed up his bat, and was about to activate it. Kevin saw this and stopped him.

"You'll dent the roof!" Kevin said to him before releasing Ben's wrist, and returned to the problem at hand.

"Kevin, didn't you say that there were some safety adjustments on my bus." Grimwood questioned rather calmly; almost as calmly as a certain time traveler.

"I may have put in a couple." The upgrader said back to her in a surprising modest tone. Kevin looked at the buttons and had three options: external airbags, parachute in the rear bumper, and tire jets. He tried option number two.

"Plan 'B'?" Gwen questioned to her boyfriend after the chute caught on a rock, but quickly tore free.

"I got one!" He shouted back to her, and went for the third option since he believed the airbags would fail as bad as the chute. The tire jets were activated and angled them down in a nice and easy fashion.

"Cool!" Ben said with a big smile since he really enjoyed that part of the trip.

"Yeah, but that can't be good for the suspension." Kevin said in an almost mournful tone since he thought of all the long hours he had used to make this bus alien ready.

"The bus won't fit. I'm afraid we'll have to go the rest of the way on foot." The bandaged beauty informed once they were all out of the bus and saw a crack in a wall as their only means to continue.

"What is it Benji?" Sibella questioned when she saw her lover look around the hole that they were in. Most of the group noticed that as well and was wondering the same thing.

"I suddenly realized what that hole reminded me of: the classic Teenage Mutant Ninja Turtles, so I was just making sure that there wasn't a Technodrome lying around." The brown haired youth said back to them. The former foe knew of what he was talking about, and decided to say something about it.

"Relax Tennyson the Technodrome was destroyed in the later part of the series, so I doubt we'll see it. Besides you're thinking when it was in the center of the Earth, and I doubt we'll be going that far." Kevin said which caused the hero to get back on task.

"Speaking of our mission we won't have to go through there…will we?" Gwen questioned as she never stopped looking at the crack in the wall.

"I don't know why you are so worried, Gwen. It seems bat-tastic to me." The dhampire said with a smile. Her boyfriend had a feeling he knew why she was so resistant to go further, and said something about it.

"Don't tell me - you're a claustrophobic?" The mutated man questioned, and being exploited of her vulnerability immediately rubbed her the wrong way.

"I am so not claustrophobic. I-I just can't stand being in tight, close spaces, okay? You have a problem with that?!" The red head shouted back while glaring at her lover for not being a bit more sensitive about her fear.

"I'll go first." Ben said, but before they left Sibella went into her bat form and rested on her boyfriend's shoulder as they went in. The followers were: Elsa, Tannis, Morgan, Grimwood, Kevin, and Gwen.

'Could it have been something that I said?' Levin asked himself as he felt a death glare as they were walking in that tunnel. Eventually they got out of the tunnel and into a larger area, but there was no natural light to help them to see.

"Dark." Ben said once they made it to a new spot. The changeling knew that Sibella could see just fine because of her bat qualities which he envied at the moment.

"No problem." Kevin said back after feeling what he knew was rope. With some aid from friction the teen made a candle of sorts. "TNT?" Levin questioned as he put his candle to a nearby crate.

'Uh-oh.' Gwen thought before quickly blowing it out.

"What did you do that for?" Kevin asked before relighting it. This time Morgan used some of her personal water to make sure the rope couldn't be used as a light.

"Cut it out!" The dealer shouted to the girl in anger, but she unafraid of the alien.

"You cut it out! The room's filled the dynamite. You almost blew us up!" Morgan shouted back as a light was being turned on.

"How was I supposed to know?" The teen questioned back admitting that he had no idea that what he did was wrong.

"I don't know. Reading?" The fish-girl said back to him in anger since he was getting on her nerves at the moment.

"Or watching an old Looney Tunes cartoon?" Ben offered before seeing the single beam of light beside him.

"Don't worry, couch. I can handle the light." Elsa said as she showed off the flashlight she brought along had two wires connecting to her bolts which gave it power.

"Actually I think this is a bit better Elsa." Gwen said politely as she used her mana to cast an even greater light around them. As stein put away her flashlight and the others saw all of the boxes Ben heard some pebbles falling from above them.

"Move!" The bearer of the Omnitrix shouted as huge boulders started falling. "Find some cover." Ben said as he watched Kevin block a rock with crossed arms, and Frankenteen was punching away any rock that fell near the mummy, the lagoon lady, and her headmistress.

"I'll make some cover." Gwen said as she cast another dome barrier around them, and within it Sibella changed back to her human form. As the latest boulder fell the cousin to the couch saw something fleeing a higher ledge. "There he goes!" Gwen shouted causing the hero to step up.

"No, he doesn't!" Ben shouted in partial anger since the rockslide put his team in danger. The green jacketed one activated the watch, selected his hero, and slammed it down.

"Big Chill!" The creature shouted before getting to work. In an instant the hero phased through the ground before the attack, grabbed his arms as he tried to turn and flee, and glided back down to the others. "Cool down, or I'll do it for you." The Necrofriggian warned the attacker.

"As soon as you let me go, I'm a-blowin` you up!" The old man in the insect's arms shouted back to the hero.

"Sure, you will." The arctic one said back as he released the creature causing their would be attacker to stumble a bit.

"It's pos- aah!" The old man shouted back but screamed due to a bright green flash.

"Don't be afraid. It's still be." The hero said back since he never wanted to scare any alien; no matter how strange they seemed.

"Not really helpin`, sonny! You're still ugly as all get-out!" The elder said back to the one that brought him down to their level.

"What's your name, old-timer?" Kevin questioned the attacker since he wanted to know the name of the man that was trying to kill them.

"Moldywarp!" The cock-eyed creature said back to them in an instant.

"Is that what your friend's call you?" The mummy questioned since even by their logic that was not a good name.

"Friends?! I aint got no friends!" The old man said back to the girl with an angry tone.

"You're the last of your kind." Gwen said as she remembered that Tetrax was in the same boat.

"No such luck!" He said back to her, and added, "The Underworld is crawlin with folks like me. I just don't like em much! And they don't like me!" Moldy's comment caused one to smirk.

"You don't say?" Kevin said with a smug smirk.

"Mister Warp, what are you doing with all these explosives?" Grimwood questioned since he wanted to make sure that this alien was just harmless.

"Oh, I've been stealin` that stuff from the surface-dwellers for years!" Moldy said back to her before turning on his lights.

"Some of this stuff is pretty old." Elsa said as she recalled a few tales her father told her of some of this stuff.

"It is! TNT, blastin` caps, nitroglycerine! Primitive, but they sure get the job done!" The demolition expert said as he ended it with a strange cackle.

"What job is that?" Ben asked since when someone new said 'job done' it never meant anything good.

"Protectin` my herd!" The man said as if they should have known the answer the moment they stepped into this room.

"Your herd?" Morgan questioned; making sure that she heard him right. She knew what a herd was, and it seemed okay, but the Morgan also suspected 'herd' could have also been a codeword.

"Yeah! The Pyroxovors! Real beauties, aint they?" The man said back which caused Morgan to realize he meant the creatures they met earlier, and nothing else.

"They tried to eat my hand." Kevin said to show that he was still miffed about that.

"You shouldn't let `em do that." Moldy said to the teen in an informative tone.

"Uh-huh." Kevin said dryly before turning to his friend. "He doesn't know anything. We should ditch." He whispered to the hero only to be interrupted by the man in question.

"I heard you!" He said, in a sing-song tone while standing between the former enemies.

"Why were you throwing rocks at us, Moldywarp?" Gwen questioned as the girls surrounded the three men.

"I couldn't get to my explosives. That's what I mostly use on the other fella!" The prospector said to the group while walking over to a metal door in the room they were in.

"What other fella?" The Mummy's daughter questioned while rubbing the back of her head since none of this was making any sense.

"The claim jumper!" Moldy said angrily while opening a set of old mine doors. "Don't you know nothin`." He added while looking at the group with his lazy eyes.

"No. Not so far." The mana manipulator stated calmly before she, and the others followed him to an old elevator. On their way down the group could feel a change in the air.

"No wonder the Pyroxivors left it's like a furnace down here." Gwen commented while fanning herself.

"At this rate I'll use up all of my 'personal water'." The sensational sea creature said with worry.

"Don't worry, Morgan dear, with Benjamin here you won't run out. He can just turn into Big Chill and cool you off." Grimwood said to her student while gently patting her student's shoulder.

"It is always this warm?" Elsa questioned to Moldy since this did not feel like a good idea.

"Nun-uh! That's what I've been tryin to fix! It's only been when all that magma started seepin up." The strange man explained to them causing one of them to become a little uncomfortable.

"Magma?" Ben questioned once he saw the uneasiness on his student's face which was answered with a nod. The group carried on until they reached their destination which had a lot of pick-axe soldiers.

"Who dares intrude in the lair of…Ahhh, not you again." Volcanus shouted in annoyance once he saw that it was three familiar favorites along with five strange faces.

"Ah, so you do know him!" Moldy shouted happily while pointing at the man that slammed his palm to his forhead and his new friends.

"Volcanus? Yeah, we know him. We don't like him though." Kevin explained their relationship with them in a bitter tone to show that he had not forgotten about that little trick.

"The feeling is mutual." The foe said to them before he decided to speak of the girls in the group. "Who're the chicks." He asked while pointing to the new girls in the team. Ben got a little annoyed by that word, but let it pass and explained the new people as brief as he could.

"The girls are friend's of the teacher's school." The hero of heroes said while pointing at Miss Grimwood.

"The purple chick is his girlfriend." Kevin informed since he had a feeling that they were going to live the opportunist decided embarrase his friend while he had the time.

"Ha! You have a girlfriend!" The Napolien man said while pointing his finger at the man in question and started to laugh loudly at the news.

"Hmph! I don't see what's so funny." The headmistress said as a way to ask that simple question and to just stop that laugh. The exo-suited warrior heard her and decided to get back on task.

"Well, at least the two of you will be together when I eliminate you all!" Volcanus said while wiping away a laugh affected tear from his eye. "Destroy them!" He shouted to his men while pointing at who their targets were.

"Come on. We hammered these losers last time." Ben said after they surrounded - not worried at the numbers. "Is that all you got?!" He asked while looking up at the villain of the day.

'Not even close.' Volcanus thought as he called forth alien versions of: a backhoe and drill machine which caught the shape-shifter a little off guard.

'You had to open your big mouth?' The spirit of the hand though before giving Ben the Gibb's slap.

"Wait. Whoa, whoa, whoa. We didn't even know you were here, okay?" Ben said as he formed the time-out symbol to the grunts before looking up at their boss.

"And for the record why are you here?" The leader of the school questioned with her hands on her hips. "This doesn't seem like a local tourist spot." She explained even though she knew of a few monsters that may enjoy this spot.

"Remember all that Taedenite that I took off ya?" Volcanus questioned his supplier. The dhampire noticed the comment was directed at one man, so she decided to delve deeper.

"I'm sorry." Sibella said with her own time out symbol before turning to Kevin. "Took what off of you?" She asked him, and since he knew that she came after that moment he decided to fill them in.

"I can absorb stuff to coat my body, right?" He questioned back and received nods which told him that they knew that much. "Well, Volcanus, here forced me to absorb some and then his grunts chipped it off of me." He explained to the others calmly.

"Oh my." Grimwood mouthed while Elsa and Tannis just gasped in alarm over what they heard.

'Talk about a chip off your shoulder.' The hand spirit thought and wished that someone heard that since to him what he thought was pretty funny.

"Well, it was worth a fortune." Volcanus said while smiling to himself for what he said before continuing with, "And you'll be happy to know I spent it wisely." To prove his point the current villain provided a holographic contract of sorts. "See? This planet is mine now. I filed the claim, paid the fees, the whole bit. Completely legal." The owner of Earth explained once the contract was visible.

"Wish Mezu was here." Elsa said as she and her 'sisters' could not understand that strange writing.

"What does that mean - 'Planetary renovation permit'?" Ben questioned and the others were surprised he could read that. Kevin, Gwen, and Sibella had a feeling that the Omnitrix probably helped him with translation.

"Just what it says. I can change the: atmosphere, terrain, oceans anyway I please." The buyer explained to them since he was still feeling proud that he went through the proper channels.

"That's what the bomb is for!" The bandaged one shouted in alarm after catching sight of the explosive chandelier.

"Yep! I drop it down the shaft, it explodes in the magma in the center of the Earth, and before you know it, I have all the comforts of home." He said to them with a big smile on his face.

"Wait. Home? Where you come from, on a cool day, it's 850 degrees." Kevin said to his old business partner. Since his first run in with a Detrovite, Technorg, he decided to find out all he could.

"Uh-huh." Volcanus answered bag as he was trying to find out the problem and wasn't seeing one.

"You thought I was crazy!" Moldywarp said back to them and they had to admit that turning the Earth into, practically another sun, was a lot worse then having a cave of explosives.

"You can't do that!" Ben said with an accusing finger at the man above him. To try to help Helper mimicked the motion.

"Of course I can! Watch." The owner said to the hero before pressing a timer with his drill hand. The group could barely make out a 300 counting down. The group was separated when the drill came crashing down, but Ben wasn't really rattled.

"Miss Grimwood, you get to someplace safe." The teen said to his employer before turning to the others, " You guys take on the runts and the robots. I'll take care of Volcanus." With that their plan went into action.

"Here you go, Sibella." Tannis said as she pulled a sword from her portable sarcophagus that her Uncle Rath made for her. The dhampire caught it, but then grew worried.

"Thanks, Tannis. But don't you need a weapon?" The violet vampire questioned out of concern since she did not want her friend unprotected.

"Don't worry. I have these." The mummy said before making a lasso out of the bandages on her right arm. "Not to mention - I'll have a hand in the fight." She added while gesturing to their old friend.

'I guess you mean me.' The hand thought before forming into a fist. Against her better judgement the daughter of Dracula allowed this.

"Alright, but stay close to Miss Grimwood." The eldest of the five warned. 'Of all the times for Matches to go to New York with Jake.' She thought with a dejected sigh. The teen then focused on the battle before her.

'Good thing Gwen taught us a few of her Martial Arts moves.' Elsa thought as she as she blocked a pick-axe to the head, threw him over her shoulder, and kneed one to cause a domino effect.

'Aunt Nefer-Tina's lessons are really coming in handy.' Tannis thought as she whipped some grunts away from her headmistress. Helper sucker punched the ones that manage to get past the first line, or did Three Stooges bits.

'Got past them both. Now I can threaten her life to stop Ben and his friends.' The grunt, who got past them both thought as he made his way to Grimwood. When he got close enough the woman in question nailed him with her purse.

"What was in that purse?" The young one questioned after wrapping one Pick-axe man and made a make-shift mass weapon said while looking at the out cold alien.

"Any woman who needs protection…" Grimwood started to explain before taking out the heaviest item in her purse, "Always keeps a brick of lead in her purse." She finished with a kind smile.

'Ouch, hate to be that critter.' The no body assistant thought as he saw the whole thing.

'Pretty good sword.' Sibella thought as she dealt with a few of the grunts by - slashing them in the stomach, and kicking them away with her dhampire strength. When a fair share were taken care of the flyer turned to her sea worthy sister.

'Are these guys serious?' Morgan thought at the group that were charging at her. The black Lagoon daughter jet propled herself into the air, landed behind them, and knocked them down like bowling pins thanks to another blast of water. "That may not have been the best idea." She whispered to herself as she caught her breath due to using a lot of water.

"Now, while she's distracted." One pick-axe said to another. The two try to make a grab for her, but she jumps on top of them. Sibella saw this and damaged the two when they were distracted.

'Kevin's taking care of the straglers, so I might as well try for…' Gwen thought and shot a mana disk at Volcanus, but he quickly ducked behind his console, and was safe.

"Would somebody do something about her?" He offered to his troops which the drill heard and obeyed. Gwen saw it and set up a high shield to block, but had a feeling that it would not hold.

"Hang on, Gwen, I'm comin." Kevin said to her before the backhoe grabbed him by his stone arm, picked the teen up, and slammed him on the ground, 'Really getting tired of things biting my arm.' Levin thought before focusing on the second machine before some remaining pick-axe creatures cut him off.

'Those gals done took care of the critters, so these timers are no good.' Moldy thought before feeling for something else in his other pocket. "Perfect." He whispered before getting to work.

"It's hero time, tin man." Ben said once he evaded the backhoe, and saw that his cousin was pinned down. He slammed down his weapon of choice, but nothing happened. "Maybe my watch is fast." The hero said before fleeing the machine

"Ben are you waiting for?!" Sibella shouted to her lover as she, and the others guarded Miss Grimwood.

"Maybe it's the heat." Ben said to the others before ducking a shovel to the head.

"Maybe your doing it wrong." Gwen said back while not noticing Moldy was missing from the frontlines. As the mana master tried to hold up possibly her last shield the machine blew up with no warning at all.

"Now get that varmint!" Moldy said to Ben as he stood where the drill once stood. With a smile Ben did just that after his transformation.

"Spidermonkey!" The blue furred one shouted before climbing up the device, plowed through four grunts, and sucker kicked Volcanus. "Stop the countdown." The six limbed simian said in an ordering tone.

"Make me." The mini man said to the hero and a part of him seriously regretted saying that, but he ignored it and charged with his drill hand. "Stay put, will ya?!" The villain shouted as the monkey leapt over the attack, and clung to the back of his armor.

'Let's see if this works.' Spidermonkey thought as he leapt off of the body to the machine. Volcanus looked over to see his foe only to watch the blue furred one start bashing his body with all four fists.

'I won't let you win.' The foe thought with an external roar and charged t the hero. At the last second Ben dodged causing the man to slam his arm right into his console. "I'm stuck!" He shouted after a volley of web shots were slammed on him.

"I know. I stuck you." The monkey replied before punching the pinned man three times. "Now…stop the countdown." Ben offered a second time. Volcanus looked at him and then pressed a button that shot the number from 150 to 30. "I said stop it, not speed it up!" The hero said as he heard an alarm go off with the drop in numbers.

"My mistake." Vocanus replied casually. It was at this time Ben tried to use logic.

"When that bomb goes off, the magma will come right up into this chamber. It'll kill you two! Are you crazy?!" The Arachnichimp said to the man before him.

"That would be crazy." Volcanus answered back before activating a small hatch in the ceiling along with an ejector option on his armor. Ben watched all of this but decided to stay focused on the mission. An alarm sounded and all that remained of Volcanus' followers fled.

"That doesn't look good." The Osmosian said as they all could see the bomb becoming active. The team heard something running and saw that it was Spidermonkey who stopped by the hole. This got the team curious.

"Ben, what are you doing?!" Gwen shouted at her cousin: worried that he might make his situation worse.

"I can grab the bomb when it drops." The space simian said back before looking up at the bomb. The girlfriend said something that Gwen was thinking.

"Benji, you know I believe in you, but I don't think Spidermonkey is strong enough to catch something that heavy." The violet one stated in a way not to hurt his feelings.

"No, but I know someone who is." He said back to her with a smile on his face as he hit the dial on his chest. He intended for strength, but instead received:

"Humongousaur!" The alien called out, but once the rush of transforming was over the creature realized that he was Jetray instead. "Ugh! I really have to get that fixed." The hero muttered to himself before seeing his target drop into the hole.

"Ben, if that bomb reaches the Earth's core…" Kevin started to inform his friend and then let one of the others pick on this slack.

"We're toast!" The mana manipulator and the luscious lagoon lady said at the same time.

"I'm on it!" The flyer answered back before diving in after the explosive. Once Jetray was close enough he opened fire: at first with his eyes and then added the tail. 'This would be a whole lot easier with my 'brothers'. Oh well, guess I'll just have to pour it on.' The hero of heroes thought and forced his beams to be stronger. 'Yes, I did it!' Ben thought with a smile and then, 'Crud! Fly, fly, fly!' While doing just that.

'Benji?' Sibella thought with worry as the cyliner shaped item was destroyed in the explosion. Out of the smoke came Jetray who changed back when he was close to ground.

"Well?" Ben questioned as he enjoyed Sibella's hug for his safety.

"We're still here, aren't we?" Kevin joked to his enemy turned friend.

"So, everything's okay?" Morgan questioned with some heavy breathing.

"Absol-" Ben started to say, but was interrupted.

"I hat to put a damper on things, but has anyone seen Moldywarp?" Grimwood said which caused everyone to look around and saw that he was no where in sight. Ben silently led the others to where he knew the old man was.

"Um, what with the timers?" Gwen questioned once the group ran in a bit and saw that a lot of the boxes had timers on them.

"I figure what's to keep Volcanus from comin` back and droppin` another bomb down the shaft, huh? After all, he did fill out the paperwork." Moldy explained to them causing all to grimmace that he was right; even Big Chill who was trying to keep Morgan stable. The guys got out of the tunnel and into the bus.

"better let me drive, Miss Grimwood. This requires the skill of a professional maniac." Kevin said as he got in the driver's seat drove fast for a bit, used all tire thrusters, and as the explosion did what it was meant to do the group made it out intact. "I love it. Volcanus spent a fortune on filing fees and got nothing in return." The driver said as he leaned on the grill of the bus.

"And we saved Earth from turning into a giant hot plate." Gwen told him of the importance of their mission; not what the villain lost.

"Now all we have to do is get the Pyroxovors back underground." Ben informed the group that was outside, Morgan was in the bathtub - trying to absorb as much water as possible, as he looked at the herd before him.

"I'll handle that!" Moldy, who had bee gazing at his heard since they got out, said to them as he turned to face them. "First, what say we celebrate with a nice Supper?" He offered to them which confused them.

"Supper?" the mummy questioned with a raised eyebrow of confusion.

"Yes, sirree, bob! This looks like a plump one!" The cattle herder said as he patted the closest one to him. The creature looked up at his owner, and not really listening to the conversation.

"You eat them?" Gwen questioned back; feeling a little disgusted of knowing that fact.

"Course I eats` `em! They're my herd! Now, who wants a barbecue?!" Moldy said to his new friends while licking his lips. Gwen groaned with an 'ew', but she was the only one since Ben had tasted, and liked Grimwood's cooking.

"Now that you mention it, I haven't had a bite all day." Kevin said while patting his metal belly.

"Not funny." Sibella whispered to her boyfriend since she knew why he used that word. She, and the others enjoyed the elbow Gwen gave to Kevin though.


	5. Chapter 5

Ben 10: Characters and Locations are from Man of Action and Cartoon Network

American Dragon - Jake Long: Are from Disney

Danny Phantom: Characters are from Nickelodeon

Ghoul School: Characters are from Hannah-Barbara

Partner aid: u/2319472/Vanessa-Masters

BJD Alien Force

Fool's gold

In a peaceful town several spaceships crashed in a cornfield. Once out the creatures within ran to a clearing, but the problem was that there were several humans before them. Instead of fleeing or shooting them the humans instead were happy to see them, and one person even offered a pie. "Party!" One of the creatures shouted with joy. A couple days later Max had received a distress beacon so he rallied the only people fit for the job.

"Hold on, you want us to go where?" Jake questioned while scratching his head in confusion.

"A little town called - Walton. Every 17 years, college students from another planet land there to blow off steam for a week." Max said and waited since he had a feeling one of them was going to simplify his sentence.

"Alien spring break." Ben said with a shrug of the shoulders. As he said that there were a couple of girls that were hoping to show off something that they bought in town to their boyfriends while they were on this mission.

"Right. But this time, one of the aliens has gone missing. I need you and your team to go find him, Ben." Max answered back, and had a feeling that Miss Grimwood would accompany them since the girls were still her students, but he was okay with that. The group nodded and left the small room they were in, but the male spirit stared at Kevin for a bit.

'I better go too.' The transformed teen thought as he put something back in his underwear before heading out. Again because of the size of their party the team decided to use the bus again.

"Podunk town in the middle of nowhere. Why don't aliens ever go missing anyplace fun?" Kevin complained as he took the wheel so that the headmistress could get some sleep since they had been driving all night.

"If he wasn't learning how to be a Plumber from Pierce I'm sure Mezu could tell you." Ben said to his friend, and felt proud that the ghouls wanted to learn their side of life. Levin simply shrugged off his comment and kept driving.

"This is farm country. What are aliens even doing here? What's so special about this place?" Gwen questioned since the last ten miles or so all she saw through her window were crops, crops, and more crops.

'I love how she keeps focused on the mission.' Kevin thought with a small smile on his face. His happiness was dashed when a voice came over the com link.

"Guys, we got some damage up ahead." Jake said as he, Danny, and Phantasma decided to stick to the air: just in case these aliens were hostile. The group either landed from the air, or stopped the bus and got off to see a wrecked 'welcome' sign.

"Hooligans. Ha, and from the looks of it, amateurs." Kevin informed the others with a slight laugh at the minimal damage before them. The group head him, but did not care for his input.

"Ow. Stubbed my toe." Ben said as he accidentally kicked a heavy stone as he inspected a turned over tractor. The driver head this and turned on the high beams. When the brighter light was on everyone saw something glistening the highway before them.

'What is going on now?' Grimwood thought as she could not continue to sleep due to the light, so she got up, and out. Once out she saw the others looking at something so she decided to join them.

"They look like, um…" Gwen started to say as she, and the others took a knee.

"I believe the polite word you are looking for is…hmm…" The headmistress said once she knew where the mana manipulator was getting at, but even she didn't know of a good word to use for the item before her.

"Poop." Kevin said for the both of them being as blunt as ever. The mummy's daughter on the other hand could not shake the feeling that she had seen that item somewhere before.

"Shiny poop." His girlfriend corrected him. Unable to stop this question in her head Tannis reached over and picked a piece up. "Tannis, don't." Gwen said as she was now trying to be a big sister to the creature that was about to bite into a piece of waste.

"Don't worry, Gwen. This stuff my look like poo, but it's actually real gold." The ghoul said back before tasting it. "Yep it is. A little fact is that almost all mummy cases were gold…except for Uncle Rath and his team who also had their sarcophagus` magic enhanced." Tannis explained to them with a smile.

"So, it really is: solid gold poop." Ben said with a smile as he and the others saw that the trail kept on going. With that in mind the gang went back on the road, and eventually made it to Walton.

"Am I the only one seriously not expecting this for a farm town." Jake, who decided to transform back to human and ride in the bus, said to the others as they looked at a pretty up to date town.

"I know what you mean. These farmers must be rolling in-." Kevin started to speak before his girlfriend caught him off.

"Kevin." She said in a harsh tone to her boyfriend.

"I was gonna say - 'dough'!" He said back to her as a meant to defend himself. All of a sudden several satyr-like creatures rushed over to them, and in a combined effort started rocking the massive machine back and forth.

"Whoa!" Ben exclaimed with great as he and Sibella swayed from the left to the right in their chair. Jake, Winnie were in their own chair together doing the same; Danny and Phantasma were also enjoying themselves. The one that wasn't was the current driver.

"Get your hands off my ride." The mutated man threatened to them while looking out of the driver's window.

"Your ride, Mr. Levin?" Grimwood questioned back to the driver with her arms crossed out of anger. He gave her a sheepish smile before hearing the sound of fading laughter. The group saw that the creatures had left so they dismounted from the RV.

"You didn't see any aliens. It was swamp gas." A man in a white suit said to the group of heroes as soon as they got out of their vehicle.

"I'm sorry sir, but I know a thing or two about swamp gas…" Sibella started to say while glancing at Ben who became a bit red, and she finished with, "And that wasn't it." The older man before them thought of a backup excuse.

"Mass hysteria?" He questioned and saw the world famous Danny Phantom shake his head no. "Weather balloons?" He offered again, and it was at this time the Osmosian spoke.

"Save it. We're Plumbers." Kevin said as he pulled his badge from his black underwear and showed it to the man. The former pioneer had a feeling that a town that willingly had those goat things running around knew of this peace keeping team.

"Well, why didn't you say so? Welcome to Walton. You hear for the Popcorn festival?" The man before them questioned in a happy tone, but Elsa couldn't shake the feeling that there was something off with that human.

"What's the deal with that, anyway?" The red dragon in the back of the group questioned while scratch his mane in confusion.

"We make the best popcorn in the universe. Aliens can't get enough of the stuff. Every 17 years, they come back. But where are my manners? I'm Mayor Coleman." He explained and introduced, but was a little offended when none of them shook his hand.

"Mayor Coleman, what can you tell us about a missing alien?" Pamela questioned to the man in her usual polite tone.

"Missing alien?" The man questioned back as he tried to dodge the question. "There's no missing alien. If there was a missing alien, he's probably just running around, eating popcorn and having fun." He said to them, and it was then that Kevin could feel something was off with this man as well.

"Uh-huh, we're still gonna have a look around." Gwen informed since she was getting an inkling, but she chose to ignore it.

"Be my guest, but I'm afraid you're not gonna find anything." He said back to them before walking off.

"Ben, we're going to have to - Ben?" Gwen started to speak, but when she didn't see her cousin or the other two she became worried. The dhampire tapped her new friend's shoulder and pointed to a red and black tails disappearing into an alley, and the Anodite knew that her cousin was with them.

'So, this is where they were?' Jake thought as he, Danny, and Ben found where some of the goat-legs stayed at.

"I have had, like, so much popcorn." One visitor before two of his buddies poured a small barrel of said food down his throat. The ghost combo pointed over to a new arrival that was approaching.

"Farmer Wayne just filled his swimming pool with popcorn! The pool's got a diving board! Come on, man!" The new arrival informed. The news excited the others and they followed him to that home. Just wanting to have fun the trio followed after them.

"Cool." Ben said before they gave chase, and by this time the others went into the same narrow passage.

"Yeah, I'd better go keep an eye on them." Kevin informed the rest of the team over what he planned to do.

"Would you?" Gwen questioned calmly while wondering if he was doing this out of kindness, or just to avoid her. He said nothing back as he gave chase. The third member of the team watched as all the ghouls followed after him.

"I'm going to go with them Gwen. They may have finished their training at my finishing school, but there are still temptations out there." The headmistress said to Gwen before walking after the energetic enforcers. As soon as the redhead was about to go to a voice called out from behind her.

"Were you…" The creature said in a timid fashion. The female Tennyson heard him and turned to face the speaker. "Were you sent by Max Tennyson?" The goat-boy questioned once she was looking right at him.

"You're the one who called for help?" The mana master questioned even though her logical side thought to her, 'Duh, he's the only one not acting like a freaking drunk.' Gwen ignored that and listened to what he had to say next.

"My name is Orb. My mom and dad told me that if I ever got into any trouble on Earth, I should call Max Tennyson." He explained to her while rubbing his hands together out of nervousness.

"Good advice." The young woman said back to him with a smile. Proud to know that her grandfather was known for more than dating alien women and trying to slay Vilgax. "The missing alien's a friend of yours?" She questioned as she tried to stay focused on their mission.

"My best friend. His name's Decka. One moment we're stuffing our faces with popcorn. The next moment, he's gone. I'm worried sick." The creature said back while trying not to think of the worst that could happen to him.

"Do you have anything of his that I could use to track him? A piece of clothing or something?" Gwen offered to the creature since she really wanted to get this mission done and over with.

"No, nothing like that." He answered back, and even though he, and his people often wore clothes; he did know what she was talking about. "I'm sorry." He said and was beginning to feel worse about the possible loss of his friend.

"It's okay. We'll have to find your friend the old-fashioned way." Gwen said and decided to put faith in the fuzzy/scaly scent of smell since they seemed to have the strongest among them. "We're gonna have to look for him?" She said when the alien gave her a confused look.

"I've seen a lot of strange and mess up things." Kevin informed as he and the others watched popcorn stuffers messed around.

"And how does this rank?" The phantom questioned as he floated there in tail form.

"It's up there." The Osmosian answered back in a calm tone. Since this was alien spring break he decided to cut Danny a break…at least for now.

"I dunno. It seems pretty laid back compared to my Aunt Cathy's Family Reunion." The American Dragon said as he balanced himself on his tail.

"What was that like?" Ben questioned in a curious tone as he look a hand full of popcorn and ate it.

"Eh, land-walking sharks, weapon of a god, mad shark trying to flood half of the good ol` US of A." Jake answered back in a casual way: as if the mission meant nothing to him.

"So, pretty tame, Scales?" The wolf questioned as she layed on a pool chair and pulled down her sunglasses to see the creature to her right beside her better.

"You know me, Wonder Wolf, I can handle pretty much anything. But I draw the line at a shark upchucking a trident." He said while stretching a bit. With his statement the team envisioned this and shivered out of disgust.

"I'd think going to a Ghoul School, fighting an evil spider witch, you'd be okay with anything. I mean these Grimwood Girls: where did you find them?" Kevin questioned to them. At that moment Sibella and Phantasma, who used the farm to switch to swimwear, came out of the popcorn filled swimming pool - feeling pretty good.

'If I start having those thoughts then daddy really will kill me.' Ben thought as he gazed at his girlfriend as his brain was going in mature territory, but he was able to stop himself.

"Shouldn't you boys stop them?" Grimwood asked as Helper, the hand spirit, applied lotion to her back. The reason she said that were all the creatures throwing and breaking the windows of the house she and the others used to change.

"They're just having fun." Danny said back as he forced his gaze from his girlfriend to the property damage.

"Could be worse." The fire starter stated to the others. As if on cue the creatures decided to do something else with the Swiss cheese house.

"House tipping. Everybody tip the house." One of them said to the others causing all of the aliens to grab a side of the building and lift.

"Okay, is worse." Long said after receiving angry glares from the others. Ben went to work with one of his alien forms.

"Spidermonkey!" The transformed one shouted out one the change was done. The simian climbed on the house, and webbed the attackers before dodging two that came from either side: which ended in a face to face collision.

'I'll get him.' One of them thought as he tried to attack from behind, but the former human caught him, cocooned him, and tossed him to the ground.

'This'll do better.' Another thought as he and his friend picked up a pool chair and was about to deck the wet blanket with it. Jake saw this and hit the metal frame with a small flame causing it to warm up.

"Yeow!" The friend said in alarm as the both of them threw the item skyward.

"Naughty, naughty." Kevin said as he held the item in his stone hand. The two saw the dragon and the Osmosian behind them so they decided to flee. As soon as they were two hoof steps away a pair of white hands came out of the ground from either side of them and bonked their heads together. "Amateurs." Kevin said in an offended since he knew that there were so many more possibilites then what they are doing.

"Is that all of them?" Spidermonkey questioned to the Kevin, Jake, and Danny after he knocked two more stragglers out. As they scanned the area a few free goat-leggers began to tear a silo from its foundation and have it fall on the heroes.

'Not on my watch.' The strength of the ghouls thought and headed over to them. They saw her, and then looked up at the falling object. Elsa braced herself before sticking one of her arms straight up. As soon as the silo touched her fist the object split in two.

"We better…" One of the aliens started to say to the others before feeling a powerful tremor which caused them to fall on their butts.

"Wow, Elsa, that was a real howl!" Winnie shouted before doing an actual howl.

"That was really something, Frankenteen!" The dragon said back while gently putting a claw on his girlfriend's shoulder.

"Thanks coach. All of my practice and training is starting to pay off." The black/white haired one said to one of her guardians as she patted her bicep. A goat-legger picked up a chunk of wood, and tried a sneak attack on this latest spoilsport.

'Please.' Sibella thought as she leapt forward with a sweep of her hair she knocks the little guy off of his feet, and into the popcorn pool.

"That's my girl!" The simian shouted after making a monkey holler. He then walks over to the Dhampire, and hugs her with his upper arms. The girlfriend appreciated this and pecked him on the cheek in return.

"Thank you, Benji." Dracula's daughter said after her lips parted from his face.

"He he. No problem, Sibella. I always recognize a great move and compliment it." Ben said back feeling grateful that his monkey form's blue skin hid his blush perfectly.

"Yeah, I'd compliment my girl too if she was wearing a bikini." The ghost-child said in a teasing manner.

"So, what do you think of my swimsuit, darling?" Phantasma said with her hands on her hips. Danny heard the edge in her voice and so not to make a new problem he wrapped his arm around the daughter to the Phantom, and pulled her close.

'I better do the same.' Jake thought before mimicking his friend only with the fuzzy member of their team.

"It certainly a ghoulish sight, honey?" The ghost combo said back to her with a cocked eyebrow.

"Oh, darling." Phanty said back while ending it with her trademark giggle. After a moment or two of flirting with their lovers, not seeing the jealous look from Kevin, the guys rounded up all of the hoodlums. The ghouls decided to go back to their street clothes since they had a feeling the fun part of this mission has just ended.

"Busted at spring break. Yeah, I've been there." Kevin said as he pointed his attention to the aliens before them.

"You kids have been busy." A voice said to the heroes after making a whistling sound. The group saw that it was the mayor along with Gwen and a sane satyr.

"What do you want to do with them?" Ben questioned since he wanted this problem dealt with as soon as possible.

"Well, for starters, let them go." He said back to the heroes which caused them to be a bit concerned by the request.

"Let them go? Do you not see the messed up scene behind us!" Jake questioned below a roar as he gestured to the demolished building and silo behind them. The man only smiled while walking over to one of the visitors.

"Aww, popcorn festival's only once every 17 years. No one wants to press charges. It's just a little damage." The mayor said back while freeing the visitor and gently rubbing his hand on its head.

'Sounds like something Vlad would say.' Danny thought since what he said definetly sounded like something his former foe would say. "They destroyed this farm!" The ghost combo said to the mayor as he two motioned to the destroyed home.

"Oh, boys will be boys." The man said and once that was said the others freed themselves from the webbing and low-fived him as they went on their way. "Now don't forget to eat lots of popcorn!" He said once the last of them left.

"That's it? They level an entire building and all you can tell them is, 'eat lots of popcorn'?" The shape shifter questioned to the ruler of this town. Tennyson thought it best to say something since he knew that the ghouls and Grimwood viewed this as a good thing.

"Now, don't worry your head, son. It's complicated." The white outfitted man said to them, but they all heard the stutter at the beginning of his second sentence.

"What is so complicated, Mr. Mayor because it seems pretty straight forward - you give them popcorn, they give you gold, and the town becomes rich. Or am I wrong?" The headmistress of the school said to him in a calm tone.

"Okay, you got us. Every 17 years, we make some popcorn, then shovel up the gold. Our entire economy's based on alien -." The mayor started to explain, but was interrupted.

"Poop." Levin finished form him through traditional cough style, but the others knew that he faked the cough.

"Wrong on so many levels." Gwen said while rolling her eyes to what her boyfriend just did and said.

"Nobody wants to be punishing the alien kids, and the festival's almost over. They're gonna be heading back to school in the morning anyway." The man siad calmly believing that they were non the wiser to his true intent.

"Not all of us." Orb, the one that stayed behind, said to the human that run the town. "I'm not leaving until we find Decka." The creature added with determination in his eyes.

"Decka? He probably went home already. Looking for him is a waste of time." The leader said to the alien, and the Plumbers with both hands on his suit. The others knew that something was up, but they did not wish to tip their hand just yet.

"All the same, we're gonna take a look around." Danny offered to the mayor in a calm tone.

"I'll go with them." Kevin said as the coaches headed off on their own. This caused Gwen to ask something that had been on her mind for a while.

"Kevin, are you avoiding me?" The mana manipulator questioned out of concern. He stood there for a moment until the right reply came to mind.

"No, I just love hanging out with the saviors of Ghoul School." The 'monster' said back to her with a forced smile on his face.

"We'll stay with you, Gwen." Winnie said to the fellow female. It was true that the wolf, ghost, and bat wanted to remain near their lovers, but they had a feeling that Gwen could also use some company.

"That's about the second time you've ditched her. Are you two fighting?" Fenton questioned as the four of them went down a dirt road on foot.

"If we were, would I talk it over with you?" Kevin said harshly to the Amity Apparition. The teen stopped after hearing the harshness in his 'friend's' tone, but a compassionate claw on his shoulder gave him the confidence to keep walking. As they divided to two teams the mayor had decided to return to his home.

'Is he trying to escape?' The honorable one thought when he heard a rustling come from his barn. We walked in and headed over to a cage with a whimpering wiper-snapper. "Your friends are causing trouble. They keep asking about you." The mayor said to Decka.

"Please, please let me go." The creature said with a terror stricken tone as he looked at his abductor.

"You're not going anywhere." He said back while shaking the cage to show that he was in control. "Not until you give me a huge pile of gold." He said with a greedy look in his eyes.

"But I've been doing it! I've been doing it all week!" The goat-man said back as he showed off his turds.

"That little tiny bit of gold ain't gonna be enough to pay off my debts! I've been waiting 17 years for your kind to come back, and now, I'm cashing in." He said with a greedy smile to match the greedy gleam. "Eat!" He bellowed while tossing popcorn at the innocent.

"I-I can't eat any more!" Decka confessed to his captor.

"Then maybe I'll just keep you in that there cage forever!" He said while shaking it and enjoyed the terrified look on his prisoner's face. "Maybe a change of diet will help your appetite." He said as he tossed a chuck of loose meat into the container.

'You humans have a phrase involving karma. I think it's your turn to know it.' Decka thought as he began eating the meat. Outside the barn the teams search yielded nothing since all of the creatures practically smelled like the others so that was out, and nothing was seen out of the ordinary by the flyers.

"Y'all come back, now!" The mayor said as it was time for the goat-leggers to go home. The heroes stayed by a tractor, and watched them leave.

"What's happening?" The mate to a dhampire questioned to their friend Orb as he walked past them.

"The festival is over. It's time to go back to school." Orb said back with pain, and worry still in his voice.

'Maybe now is the right time.' Kevin thought as he pulled an object from his underpants, but kept it hidden from wandering eyes. 'No, not yet.' He added and put it away.

"This has been the worst popcorn festival ever." Orb said in defeat as he watched his friends fly away. Grimwood and Gwen's maternal insticts caused them to kneel beside the visitor.

"Maybe the mayor was right." Gwen said as she gently placed her hand on his head.

"Yes, maybe your friend just went home." Grimwood added as she placed a hand on his shoulder.

"Without telling anybody? That's not like Decka." The creature said back to the two with crossed arms. He knew that they were only being nice, but he knew his friend better than these protectors.

"Ben…" Sibella, in bat form - perched on his shoulder, said and motioned to the crater, and he saw what she was getting at.

"Two spaceships left. One is yours. The other one must be Decka's." The hero of heroes said as he took a few steps into the landing zone.

"He's still here." Orb said with renewed hope, and a bright smile on his face.

"And we have something to track him with." Gwen informed before adding, "Which ship is yours?" He pointed to the one to Ben's right. This caused the mana tracker to go to the one on the left. "Got him." She said with glowing pink eyes.

'That is still so cool.' Danny thought and wandered if she could teach that to Phantasma and himself. The group let her lead the way: all the way up to the mayor's home.

'Amatures.' Elsa thought at the wrecked front doors and knew that her family could easily do twice the damage. Jake and Kevin spotted something to the right, but kept quiet about it.

'Over here.' The hand spirit thought as he pointed to something to the left.

"What do you suppose used to be in there?" Danny questioned while praying that it wasn't one of Skuler's old cages.

"It's the mayor's barn. Let's find him and ask him." Gwen said to the others while keeper her mana orb of light active. Kevin double checked to make sure the figure he and Jake saw was still there, and it was.

"Won't be a problem finding him." He informed his lover before shouting out to the stall behind them. "I see you hiding back there." He called out before adding, "Come on out before I have to hurt -." Before he could finish the mayor opened fire.

'Kevin!' Gwen thought in alarm before summoning a shield to defend them. The shots from the alien gun did nothing to the pink barrier between them.

"You see? This is why everybody hates politicians." Kevin said while gesturing to the shooter. Ben decided to try a movie based stunt with one of his new guys.

"Bloodrush!" The alien vampire shouted out once Ben slammed the face down. As soon as he was out the bat used his mini bat attack to surround the mayor from all sides. Due to his zero visibility the 'honorable' one started shooting everywhere.

"Darling, Gwen, do you two see what I see?" Phantasma said to the other energy throwers, and they did see what she saw - Bloodrush was leaving a small hole in his bat cloud. The ghosts and alien fired a shot of their energy in the vortex, and nailed the gun.

'I've got to get it, so I can teach these wiper snappers a lesson.' The white outfitted one thought and rushed through the bats and over to his gun. The dragon saw this and swept Coleman's feet with his tail.

"Bad idea." Kevin said after stomping on the gun when he saw Coleman still trying to make a grab for it. Their mini boss turned and saw the bats becoming one, and changing back to Ben.

'He's the one!' Orb thought out of anger and stormed over to the kidnapper. "Where is Decka? What did you do to him?" He goat-like man said while Sibella held him back.

"Don't know how long I can keep him off you, so if you have the answers I think it would be fang-tastic if you told us." The dhampire said even though she would enjoy seeing the fight.

'What's that smell?' Winnie thought as a familiar scent crossed her nose. The fuzzy one looked over her shoulder and saw that there was a chunk of meat in the cage. "I am pretty hungry." She muttered to herself before walking over there.

"Okay, I snatched him!" The mayor admitted in alarm since he had a feeling the purple skinned one would release any moment.

"Got greedy, huh? Decided to have your own personal gold maker." Kevin said to the thief before snickering at his own joke. "Make! I'm funny." He said after his snickering fit.

"Okay, you officially can't criticize Morpholomew's lines anymore." Jake commented while shaking his head is disapproval. Kevin ignored that and saw the questioning look on Gwen's face so the transformed one decided to clarify what he meant.

"Like, make a number two?" He said to her, and it was then she got what he said.

"Really? That was the whole joke?" She questioned to him in dissatisfaction. Orb then looked over at the rest of his friends, and saw that one of them was chewing on a forbidden food.

"We've got a problem." The goat man said to the others on a calm tone. "Did you feed him meat?" He questioned while pointing at the wolf's treat. "Tell me you didn't feed him meat!" He exclaimed with worry which the muncher caught.

"Why? What's wrong with meat?" The werewolf questioned after finishing up the piece of meat. He heard her, and decided that they all deserved to know why he was suddenly worried.

"For our species, eating meat is bad!" Orb said with a still terrified tone.

"I do not mean to worry you further, but, how bad are we talking about." Grimwood questioned to the visitor, and feared that they were about to find out. Sadly she was right there was a snarling outside.

"Let's check it out." Ben said to his team as he and Kevin opened the barn doors. Only to watch as the fellow satyr transformed into a growling, hairy giant complete with claws and fangs.

"Decka, no!" Orb shouted out as the hulked out goat-legger started to smash up his prison. The pieces fell from the ceiling, but a ghost/Anadite shield kept them safe. Decka started to eat it until he felt the angry glares below him.

"Big Chill!" The necrofriggian shouted after Ben used the power of his Omnitrix. Once the glow was gone he and Danny took to the sky.

"Don't hurt him! He's still my best friend!" Orb said to the ones on the ground; the ones that were about to aid the two flyers.

"We'll try." Gwen said in a sincere tone, and he received nods from the girls and the dragon. The Osmosian decided to voice his own opinion on the request.

"They'll try. I'm not promising anything." Levin said bluntly to the alien at his feet. The ghost types dodged a couple of claw strikes, but as they did the two decided to stop him without harming him.

"Let's do it." Danny said as he channeled his cold power to his hands, and went intangible; Big Chill did the same. The two phased through the beast, turned to see his harden into an ice sculpture. Sadly he shattered free, and the falling pieces were either punched away by Elsa or shielded by Gwen.

"Looks like our coaches are gonna try it again." The strength of the ghouls said as she pointed at the flyers who were doing exactly as she said. Decka saw them and bashed both into the barn. While they were disoriented the goat-man smashed the rest of the barn before walking away.

"Ben!" Sibella and Gwen shouted in alarm.

"Darling!" Phantasma shouted as she, and the rest of the team, headed over to the wooden rubble before them. When they got there both men came out of the lumber, and seemed relatively okay.

"For a couple of ghost type heroes you'd think going intangible would be second nature to us." Danny said as he and the insect were rubbing their heads. Kevin looked at the destruction and wanted some answers from their goat-man.

"This is all because your friend ate one bad piece of meat?" The alien version of Metamorpho questioned calmly. Orb decided to come clean as to why his friend did what he did.

"My people can't eat meat or we revert into our primal form - a mindless monster." Orb explained which caused the girls to wander about one thing, and it was the Anodite that said what they were all thinking.

"Can we change him back?" Gwen asked as she wanted to find a passive way to handle this problem since he did not know what he was doing.

"Don't have to. He'll only stay in that form as long as he keeps eating." Orb said to them which seemed promising in the eyes of the changeling.

"So, that's good news." The insectoid said calmly. The ghouls along with Kevin and Jake knew that there was more to it than that.

"Sure. Give us the rest of it." Kevin questioned to Orb.

"The thing is, this form is only the beginning. He's going to consume all the meat he can find. Then when he's enriched enough fissionable material, he's going to reproduce." The creature explained the beast side of his race.

"Meaning?" The blue skinned bug questioned while still looking at the group.

"He's going to split into 100 identical copies. Then they'll go off and eat everything they can find!" Orb explained to them with worry still in his voice.

"Okay, that's pretty bad, but not that bad. I mean how many times can he do that - honestly." Phantasma stated to the friendly alien. There was a part of her that regretted saying that.

"Ever wonder if there was life on Uranus? It used to be called the Popcorn planet." The goat-man said back to the hero. Danny and Big Chill took off to the path Decka.

"You're coming too, Wonder Wolf." The mystical negotiaor said as he grabbed his girl and placed the fuzzy one on his back. Phantasma possessed Elsa and flew with her, Sibella took flight as well. Gwen and Kevin were about to follow suit, but Orb stopped all of them.

"Careful!" He shouted out causing all the heroes to turn to him. "One wrong step, and it could be your last!" He shouted at them which only confused the team.

"What? Don't step on the gold?" Jake questioned as he gently flapped his wings to stay airborne. The alien decided to come clean about one other thing about his kind.

"Gold is what happens when we eat popcorn. In that form, his waste is uranium 1412." Orb explained to them which only caused his new friends to be a little worried over what he said.

"Unstable radioactive poop?" Levin questioned to the visitor - making sure he heard the corn eater correctly.

"Yes, so whatever you do, don't step in the uranium!" The goat-man said to the adventurous ones. The heroes now knew of this risk they headed out after their opponent. As they did Helper sucker punched the mayor, and with that hit Coleman was out like a light.

"I will remain with your friend's captor. You should go with them." Grimwood said to Orb who nodded and went after them. As the heroes were following him Phantasma couldn't help, but pat herself on the back.

'Good thing I skimmed through Max's books from time to time.' The spirit thought, and that was why she took over Elsa - because she wasn't a flyer nor did she have a flyable lover.

"That's our pal, Kevin. Always the first one into battle." Winnie said with a howl as she, and the others watched as the man in question step on a turd, and then land on the next five pieces before Gwen made a mid-air landing pad.

"Are you hurt?" The lover questioned to the thick skulled one.

"No. I like being blown up." The teen said back in anger to her even though a greater part of him knew that he should have answered her with a lot more tact. That side of his mind was right considering with a wave of the hand Gwen took away the landing pad, and he fell on good old terra firma.

"I thought he was going to look for meat. He's at the Power Plant." Danny said after hearing their target roar, and saw where the roar was coming from along with a building to go with.

"Ooh, bad." Orb said after making it to Kevin face slammed into the Earth. The Amity Apparition scooped up the satyr and they all got closer to the building in question. As soon as they did Decka had a firm grip on the stone building, but something strange was happening.

"Energy! I need energy!" Decka shouted in monster as he felt the energy surging within him.

"He's absorbing the power! Once he's got enough energy, he's going to divide!" Orb shouted at the heroes, and prayed that they could do something in time. The insect thought about an idea and then proclaimed:

"Got an idea." Big Chill said to the others before phasing into the building and breathing on the turbines - stopping the flow instantly. When Decka no longer felt any flow he did the next best thing: he started to eat.

"Coach cut off the power, but he's still hungry! Now what?" Elsa said to them after Phantasma got out of her. Orb thought of his own plan - reasoning with his friend.

"Get me close enough to talk to him! Maybe I can reason with him!" Orb offered to Gwen since her powers seemed the best for this idea. She did as he asked and made her energy steps that led to Decka's face.

'Sure hope this works.' Gwen thought as she watched him climb the steps.

"Decka, it's me, Orb! I know you're in there. This isn't you! The meat has poisoned your mind. I know my best friend is inside fighting to take control. Please fight it. Fight it, and we can go home!" The goat-man said with a sincere tone and pleading eyes.

'Food.' Decka thought before taking him off the final platform, and up to his mouth.

"Hey!" Orb said in an offended tone as he was heading for his friend's pie hole. Seeing this the American Dragon grabbed Kevin, flew as fast as he could before through the Osmosian skyward.

'I hope this stings.' The teen thought as he put his hands together and made a stone steak. Which was slammed onto Decka's occupied hand. This caused him to let go of his friend/food, but was caught by the Dhampire. Seeing that their new friend was safe Kevin kept off of the hand.

"Do you have any other ideas?" Gwen questioned Orb as she was really hoping for a miracle.

"Yes - evacuate the planet." The satyr said back to her in a grave tone since he did not see any other way out of this. He was going to lose a friend, and the Earthings were going to lose a home. At this moment Big Chill swooped over to the group as a new plan came to mind.

"Your species isn't supposed to eat meat. What else can't you eat?" The ice based insect questioned as he floated there. Since there was no way out of this Orb decided to spill that weakness of his kind.

"Uh, some heavy metals, Lanthanides, fluorine, silicon, chicken nuggets -." He was about to go on, but was stopped by the one that asked that question.

"Back up. What about silicon?" The multi-talented man questioned while still in the air.

"Silicon? It's poisonous." Orb answered back in a confused tone since he did not know how that knowledge will help him win the fight.

"Okay. Whatever happens, stay back. Especially you, Sibella." Big Chill ordered before slamming the symbol on his chest.

"Echo Echo!" The replacement called out once the light faded. They watched as he charged at the giant and that he multiplied into nine or more men. "Come on! Bite me!" Once called out as several others shot out sonic attacks.

"Oh no." The daughter of Dracula said in horror as she watched copies of her lover be eaten. The clones kept saying 'bite me' which is what he did.

"The Echo Echoes are made of silicon." Gwen said as she finally realized her cousin's strategy. Decka then felt bad and belched in a sickly way. The remaining Echo Echoes saw this as their chance to finish this.

"Almost, there!" They all shouted after climbing on the sitting on his heels creature's chest, and leapt into his mouth. Once all of them were in his gut the goat creature did the only logical thing - he threw them back up.

"That was different." Ben said once all the clones were out, and he returned to his human form. In an instant the dhampire hugged him tightly, despite the alien stomach acid on his clothes; Kevin, Gwen, and Orb on the other hand was disgusted.

'Yay! He's back!' The best friend thought as he rushed to the one that regressed from a monster size. Once that was over the others headed back to the mayor's home where Grimwood still stood with the still out cold mayor.

"I see that you have succeeded." The headmistress said with a smile when she saw the others coming down.

"We sure did, Miss Grimwood. Even if Ben did most of the work." Elsa explained to her head teacher. Danny phased into the mayor's home, borrowed some rope, came out and tied him up.

"Come on, let's get you two back to your ship." Gwen said to Decka and Orb. The two liked the sound of that, and they all headed over. As they were walking Kevin used a remote feature of the bus to meet them at the landing zone.

"You're going to be fine." Orb said to his friend even though it was obvious that Decka was ticked off at all humans.

"Sorry that this happened. We'll make sure the mayor is punished." Ben said as he held the loose end of the rope that held the man in question. Coleman knew that he deserved justice since he was acting out of greed, and not anyone's wellbeing except his own.

"Your whole worthless planet should be punished! Come on, Orb!" Decka said and the two headed to their individual rockets. "I am telling everyone. We are never coming back to this dump again!" The former prisoner said before closing his rocket, and the two flew away.

'I understand.' Coleman thought as he walked over to the bus. As the coaches, the ghouls, and their headmistress along with Helper escorted the guilty one into the machine Gwen decided to speak to Kevin.

"Are you okay?" She questioned to him in a sincere tone.

"Do we have to talk about it?" He questioned back and sounded slightly annoyed at her persistence about his feelings.

"Not if you don't want to." She answered him since she did not want to force into a conversation that he didn't want.

"Here. This is from…" The pioneer said as he gave her the trinket that he had kept on hand for a while now.

"That day at the pier." Gwen finished after opening the locket and remembered when it was taken; it happened a couple days after they retrieved Chromastone.

"Wanted you to have something to remember me the way I used to be." He said back to her in a caring tone.

"Kevin, you know I don't care what you look like." His girlfriend answered back, and meant every word.

"Maybe not, but I do." He said back and the two stayed quite for a bit. After Coleman was locked in the head Ben saw that his cousin and former foe were still outside. He was about to honk the horn, but Sibella gently placed her hand on top of his along with giving him a peck on the cheek.

"Sorry." He said to his girlfriend as she guided the hero to a bus seat. The conflicted couple saw this and decided it was best to leave.

"Come on. We better get Ben and the others to Mr. Smoothie's pronto." Kevin said as a way to change the subject. The red head nodded in agreement, so they boarded and were heading back to Bellwood.


	6. Chapter 6

Ben 10: Characters and Locations are owned by Man of Action and Cartoon Network

American Dragon - Jake Long: Characters are owned by Disney

Danny Phantom: Characters are owned by Nickelodeon

Ghoul School: Characters are owned by Hannah-Barbara

Partner aid: u/2319472/Vanessa-Masters

BJD Alien Force

Simple

It was an average night at the town of the changeling. Kevin, Gwen, Elsa, Jake, and Winnie were sitting pretty at Mr. Smoothy. 'Good thing I found that glamour spell in one of gramps books.' Jake thought as he looked at the human version of Winnie; the leader of the coaches thought it best that their girls along with the other three had a human form to keep from scaring the locals.

"Ship, ship, ship…" The mini-Galvan mechamorph shouted in happiness as he hoped in between the Dhampire and the human boy.

"Down, boy." Ben said to their pet with a gentle smile. "There you guys are. I've been looking for you all morning." The brown haired youth said to the people on Kevin's car.

"We know, Morph, we know." Jake said to him as he finished his large Root Beer.

"After all we each got the 50 messages you left on our phones and E-mail accounts." The cousin to the coach clarified.

"It wasn't 50 messages." Ben said as he tried to counter that comment since it made him sound like the paranoid sort.

"It was 50 each." Kevin clarified further since remembered deleting all of them since they had the name Ben on them.

"Anyway, Benji, and I need you guys for a mission." Sibella said to the heroes before her. They were all a bit surprised that the Omnitrix bearer's girl was coming along. "It's off planet." He added which caught the new duo's attention since off world was one thing that they have never done before.

"I've got tae kwon do practice tonight, Ben. Sorry." The mana master said as a cover since she really didn't want to get dragged into a mission like what happened to the popcorn people.

"Kevin? Jake?" Ben offered to the former foe and fellow coach, and prayed that he was interested in some fun.

"Yeah…no." Kevin said calmly before returning to his drink.

"Gramps wants me to go back to Dragon training basics. Claims I'm playing fetch with Wonder Wolf rather than practicing to be a better dragon." The mystic negotiator explained while munching on the ice in his cup.

"Seriously?" Ben questioned in complete shock at what he was hearing since he even recived a shake of no from Elsa.

"We don't mind helping out, but we do have lives outside of the battlefield." Gwen explained to the three beside her, and prayed they took it in a good way.

"Well, maybe you can say no to Sibella and me, but you can't say no to this." Tennyson said as he dug a holo-disk from his back's jeans pocket. "It was teleported to my room this morning." He explained as the recording started to play.

"Dear Mr. Ben 10, my name is Probity. My mom and dad told me all about how you saved the universe from the Highbreed." The little girl on the disk said, but Ben paused it since he knew their was an insult coming.

"So you get fan mail. What's the big deal?" Kevin said since he knew Ben still got trinkets for that feat, Danny got an occational gift for his stunt, and mystic creatures gave Jake presents for what he did to the Dark Dragon, so he did not see the point.

"Shh! You'll miss the most important part." The daughter of darkness said to the former foe before nodding to her lover to continue the feed.

"I hate war. Do you hate war, too? Because if you do, I wanted to know if you would come here and stop everybody from fighting. Anyway, even if you can't, I think you're great. Thank you." The little girl said and the feed dissolved.

"So, there you go." Ben said to the group before him since he believed they would know the next step in his plan.

"'There you go' what?" The spell caster questioned back to the reckless one. She did not understand what he was getting at, but luckily the pioneer knew how his quarry liked to operate.

"Don't you get it? He wants us to go to some other planet and end their war." Kevin said as he spelled out the duo's plan to his lover. She heard him, but still did not understand.

"No, they couldn't mean - you can't mean -." Gwen stuttered to the two to her right who only nodded to what she was trying to say. The dragon, stein, and wolf were sold, but the transformed teen still had his doubts.

"Not that I'm even considering it, but how do you plan to stop a war?" Kevin said to the hero since, despite his feets, the Osmosian had a bad feeling about this one.

"Simple." He answered back before nodding to Ship who transformed before them. The group got in and flew to the planet in distress.

"This is so cool." The American Dragon exclaimed as he, Winnie, Elsa, and Sibella gazed out one of the side windows at the splendor of space.

"I can't believe we're doing this. Everybody hates war, but nobody ever does anything about it." The pilot said to the passengers. Ben, who had been playing a portable game had been listening to his since they left orbit, and finally decided to say something about it.

"Maybe that's because there's never been anybody like me before." The shape-shifter said to the pilot since he still felt as though he can fix it.

"Oh, right - the great Ben 10's gonna solve everything in one weekend." Kevin said with his comment dripping with sarcasm. The teen in question caught the sarcasm, but was unaffected.

"It's a three-day weekend." Ben said in a joking manner. The winged woman heard that and chuckled a bit.

"I like that Ben cares enough to come all this way to help. You could use a little of that yourself, Kevin." Gwen said as she could not believe the attitude of her boyfriend at the moment.

"Wars like eating or sleeping, Gwen. It's part of human nature." Metamorpho said back to her as he stood true to his beliefs.

"That's where your wrong." Ben counted calmly, and by this time the gawkers were paying more attention to the conversation before them rather than the scenery around them.

"I think I know a little more about human nature than you do." The Osmosian answered back rather harshly. The dragon decided to speak up this time.

"Actually I think our ghoulish gals folks know how dark a human can be even more than you, Kev." Jake said with his arms crossed as a way of saying 'just try and counter that'.

"Besides your thinking of human nature." The green jacketed one said to the pilot before adding, "But these aren't humans. So…nyah!" The hero said while sticking his tongue

"Really? 'Nyah'?" The co-pilot questioned as she looked at the hero behind her. "We're approaching the planet." Gwen added when an alarm sounded and they all saw the planet in trouble.

"Guys, either I have space madness or there really is a big dotted line on that globe." Jake said as he pointed to the ball before them.

"You don't have space madness. There really is a line on the planet." Kevin said as he chalked this sight as weird - even for him. They saw that it was continuing along the surface of the planet.

"That definitely calls for a closer look." Gwen said before typing on her console.

"Ship, lower." Ben said and received a 'ship' as his answer before they all felt their ride coming closer to the planet. They got in close and saw that it was a aircraft of some sort launching big metal plates on the plane.

"Well, now we know where this fence thing came from, but -." Frankenteen started to say to them before the alien vehicle came under fire. The pilot saw that they were blue plated anti-aircraft cannons.

"What are they shooting at us for?" Tennyson questioned as he held the sides of Gwen's chair for support. Another shell was fired and nailed them, but Ship was still flying.

"Duh." Levin said in a way that the hero of heroes should already know the answer.

"What Kevin is trying to say is…the fence is a border and these guys think we're working for their enemy." Winnie explained to the human who seemed to have grasped it, but not all the way. Sibella was about to simplify it even more but their vessel spoke up.

"Ship!" The purple/black machine cried out to them. He then stuck with defensive flying as they continued to fire.

"Good boy. No shooting back." The shape-shifter congratulated and ordered to their flying machine, but there was one that did not like the second comment.

"What?!" Levin shouted in anger, but their vehicle obeyed Ben and stuck with the defensive. "Okay, I vote we turn around and head for home. Gwen can still make karate practice. And as an added bonus, I don't have to get shot at." Kevin said as they were dodging laser fire.

"Except for the fact that we'd be throwing away a little girl's hope for a world without war." Elsa said back to him. He heard her, and saw that the ghouls and the coaches weren't swaying, but he remained strong to his beliefs.

"Life is full of disappointments. What is she -5? Past time she learned." Levin said back as he completely ignored the fact that the girls around them have probably been through something like this before.

'Maybe Kevin's right.' Gwen thought, and was about say something to Ben before a red shell hit them. After sever hits from a red team Ben decided to handle this.

"Land the Ship." He ordered after opening a side door. "I'll distract them." He said, and even though the other flyers wanted to help they knew that Ben was used to people shooting him out of the sky.

"Jetray!" The red coated one shouted before gliding down to the ground. He made it to ground rather easily. "Hold it. Hold it! Any of you ever heard of…" The creature started to say before a bright green glow enveloped him.

"Ben 10?" The human questioned with crossed arms. He heard several comments that basically meant, 'yes, we have heard of you'. "That's right -Ben 10. And I've come all this way to tell you that war just isn't cool." The human said as if he was making his own P.S.A.

"What?" One of them questioned followed by the others questioning as to what Ben was talking about. Tennyson decided to clarify on what he just said.

"You see, war never accomplishes anything. It's pointless, and -." The hero said, but his last part seemed of have offended them due to the groaning. Two of them felt something behind them, parted, and saw that it was their leader.

"Get him!" The man with the white mustache said while pointing to the green jacketed youth.

"Uh, guys?" Tennyson questioned to the solders as they all pointed their handguns on him. "Hey, if you want to get rough, how about a taste of Humongousaur?!" He shouted as he activated and slammed the watch.

"Lodestar!" The alien called out, and once the name was shouted Ben realized the blunder. "Oh, man. This is no time to shake down a new guy." The yellow/black strip pattern alien said before getting shot at by the red guys. "Cut…it…out." The alien said before unknowingly shot out a magnetic pulse.

'Our guns.' The red men thought as each of them found that their guns were being pulled to the invader. Ben caught a few of them before being slammed with the rest. After a series of 'ows' he ended in a pile of blasters.

"Oh. Wait a minute." The alien said as he finally realized what this new body could do and sent the guns back at them. "As I was saying…" Lodestar said and went onto talking about his earlier comment, and as he did that Kevin found a spot to land.

"Why'd you take off your jacket, Scales?" Winnie questioned as Jake tossed his trademark jacket back onto the ship.

"Call it a precaution." The dragon said while also making a mental note not to transform either. It was then the two heard someone talking.

"…and you have got to sit down with your enemies and talk to them. They're human, too you know. Or…whatever it is you guys are." The new guy said to the red warriors as Ship changed back to his civilan form and hopped into Sibella's arms.

"Is that a new one?" Gwen questioned after catching sight of the Omni-logo on his chest.

"Who keeps track?" Kevin said back and the others had to agree since he did use a lot of form which even confused them sometimes. Most of the others were heading over to Ben, but Kevin heard a 'ting'. 'What was that?' He thought before looking down and saw a piece of red alien tech. "A regenerating power pack." The pioneer said with a whistle after picking it up.

"Hey! Finders keepers!" Another alien said when he spotted someone trying to swipe a gun from a crate. "Leggo of my -." The creature said before seeing a resemblance of a friend of his on this creature's face. "Kevin! Long time no see. You look different. Did you cut your hair?" The porcupine said and prayed he was right.

"No." The Plumber said with a flat tone.

"I was just gonna call you. I'll have that money I owe you real soon." The scavenger said to the humanoid alien.

"Uh-huh." The transformed teen said in a 'yeah right' sort of tone since he knew that the stunner was not going to do that. "What are you doing here, Argit?" Kevin questioned since he knew how this man worked as well.

"Nothing." The shorter man said quickly and knew that his answer wasn't going to fly, and he was right.

"Argit, what's the scam?!" Levin said in a slightly angry tone since a part of him wandered if this bottom feeder was the one that started this war in the first place.

"Oh…okay. I was gonna cut you in - honest. These guys - they leave their weapons all over the place, so I scoop them up, paint them blue, and sell them to the other guys. Low overhead, big profits." He explained before looking up and seeing a sly smile on Kevin's face. "What?" He questioned while thinking of something else to say.

"Your overhead just went up. Come on." Levin said and lead the creature away from the guns lying on the ground. Back at the red camp Ben seemed to have gotten through to them.

"Of course I want to hear your side." Ben said after going from Lodestar to human. The humanoid was pleased to hear that and began:

"Good. Because you've got us all wrong. They attacked us. We're only defending ourselves." The red themed general explained in a simple tone.

"Really?" The hero of heroes questioned in a surprised tone. As soon as the red general gave him a nod the blue side started to open fire.

"See?" The leader of the red army questioned before running with his troops to get into position. Tennyson decided that it was time to try diplomat with the other side too.

"Spidermonkey!" The Arachnichimp shouted before leaping into the other side of the planet. The blue general saw the creature pretending his men's heads were a bunch of lily pads.

"It's one of those alien Spidermonkeys. You know what to do." The blue general said to his forces. A few of them saluted and got to work, and by that time Ben landed on the flagpole the leader stood beside.

"Are you the guy in charge?" The monkey questioned since he wanted to get peace as soon as possible.

"I am." The leader of the blue army answered back with a calm tone.

"We need to talk." The blue fuzzy said to the man before him while climbing closer to the ground.

"I'm a man of action, not talk." The leader countered back. Ben chattered in monkey, and then landed on a small bag barrier.

"And look where it's gotten you." The hero countered since at the moment he believed diplomacy was needed here - not brawn.

"Indeed." The military leader answered back, and just like that a shell shot into the air. The shell missed it's target, but did release a gas of sorts. "Look where it's gotten me." The leader said to the creature that was now down on his hands and knees. As Ben was dealing with the Blue's leader Kevin was putting his plan into action.

"What's taking so long, Argit?" The pioneer said to his old business partner as he watched the man in question spray paint.

"Give me a break, Kev. I'm going as fast as I can." The porcupine answered back and blew on his work once he was done painting. There was a knock on one of the doors at their station. The partner took three of the dryer ones, and headed for the door. "Here you are, gentlemen - the finest blasters money can buy." Argit said and added, "Much appreciated. And death to the red guys." It was then one gave him four colorful gems.

"Argit." Kevin called out when he saw the scavenger put the payment in his apron pocket. He pointed to the chest that was filled with colorful gems, and that's when the sneak came clean.

"Oops." The partner said and tossed them in with the other stuff. A knock on the other door, and the grey furred one went to it. Kevin gave him the red blasters and Argit sold them. "Here you go, my friends." He said after giving them the blasters.

'This should cover it.' The last red warrior thought as he gave the supplier four small gold nuggets.

"Ooh. Very nice. Thank you. And death to the red - uh, blue guys." Argit said and was able to correct himself before they heard him. The prickly one then closed the door before adding the nuggets to the chest.

'More?' Kevin thought out of caution.

"I'm not expecting anybody." Argit admitted as he watched his partner walk over to the blue side's supply window. Kevin heard him, formed a hammer, opened the window, but stopped in mid-swing when he saw who it was.

"Nice little racket you've got here." Gwen said and was offended that Kevin was doing this during a volunteer mission.

"I can explain." Levin said back to her in an honest tone.

"You're making money off other people misery? That's bat karma." Sibella, who stood beside the cousin to her lover, said, and even though her and her friends like bad things - war wasn't one of them.

"Okay, I don't have to explain." The Osmosian said back with a smile since he thought himself in the clear.

"I thought you were here for Morph." Jake said as he and the others were walking to join up the two girls. Kevin heard this and decided to try to remind them of who they were talking about.

"Jake, guys, when has Ben ever been in any trouble he couldn't get himself out of?" The mineral man said back to them. None of them knew that it was the opposite at the moment.

"Don't you get it? I am not the enemy." Spidermonkey before unleashing some primal screeching. "I believe in peace." The simian saw that the two soldiers holding him were now securing him to a pole with no way to bust loose. "Let me tell you who your real enemy is. It's war." He tried to reason with them only to have the blue general gag him with a white cloth.

"Ready…" The general said to the shooters. "Aim…" He added while the monkey was trying to reach the symbol on his chest, but there were ropes in the way. The hero was about to accept this fate until a voice cried out:

"Wait!" The voice said and it was then that they saw that it was a young girl of their kind. "That's Ben 10! I'm sure of it!" The girl exclaimed while pointing at the bound chimp. This caused the same reaction to the blue team as it did with the red team.

"She doesn't know what she's talking about. Fire!" The general shouted, and since they had to follow orders the firing squad opened fire.

"Get yourself loose! I can't hold them back much longer!" A voice called out as she watched Ben close his eyes; not knowing of the shield before him. The ghouls on the pad were about to help with that since the spell was only active when ever they wanted, and right now human form was not needed, but the little girl on the disk came to his aid.

'At least all of them are shoot first ask questions never.' Ben thought after she untied him, and he pressed the symbol on his chest to become human again. The blue team was now really surprised at what they saw.

"You really are him." The leader of the blue army said and really hoped that he was not mad at them for nearly killing him. "So…what do we do now?" He asked in honesty since he had a feeling Tennyson had a plan.

"Oh! I know!" The little girl said before adding, "Let's eat." Once she had the two men's attention. The food was set up, and as soon as they sat the blue warriors munched down on the purple food.

'I better make myself scarce.' The dhampire thought with a shiver before changing into bat form, and glided into her lover's jacket. As soon as she was in Sibella enjoyed hearing the beat of his heart.

"Do you guys always eat like this?" Ben questioned after his girl glided into his jacket. The leader at the head of the table Ben was sitting at chewed some of his meal before answering.

"We have to keep our strength up. For the war, you know." The leader said before stuffing his face again. The young boy heard him, and then decided to point something out.

"I'll bet she doesn't eat like that every day." Ben said while nodding to the girl on another table. The man saw the little girl that was surrounded by Ben's friends and cousin.

"Unfortunately, our citizens must sacrifice for the war effort." The general reasoned to the savior of Earth. Ben heard him and decided to play the role of pacifist once again.

"But if there wasn't a war, she could eat better and even go to school." The transformer stated to his new…friend, praying that he would at least see that much. As the two spoke the lady in question offered a comment to the others.

"So, what was that thing that flew into Mr. 10 jacket?" The young one questioned, but Gwen could catch of a hint of jealousy in her voice.

"That was Sibella. Coach's girlfriend." Elsa said calmly as if it was nothing special. Winnie and Gwen on the other hand could plainly see the look of surprise on the child's face.

"Oh, that's great to hear." The girl said in a low voice as to not alert the others how she felt. While their informant was enjoying her food the mystical man decided to listen in on their conversation.

"Ben 10, I hate war, too, but our neighbors keep attacking us. We have to defend ourselves!" The leader of the fighting force shouts at the hero with a level tone.

"But they say the same thing." Ben reported and then an idea hit him; one that he hoped would end this problem. "Wait a minute. If both of you are just defending yourselves, there doesn't have to be a war." He said while standing up causing all these Homer shaped men to stop eating a look at him.

'This is why I love this human.' Both Sibella and the young one thought as they heard his comment, and liked it. Outside were masked blue men picking up a few more guns from Kevin and Argit's shop.

"Here you go, boys. Use them in good health." The porcupine said to the soldiers not knowing that he handed one of them a wet blaster. The two watched as they were about to get paid for another batch until…

"Wait!" A new comer shouted causing the payer to stop and look at his friend. "They declared a truce! No more fighting!" He announced with joy to his friends. The warriors threw down their guns and headed back to camp - grateful that this was finally over.

"That was the best scam I ever worked." The thief said with despair in his voice.

"Don't worry. They'll be shooting at each other again in no time." Kevin said as he placed a sympathetic hand on his friend's left shoulder.

"You're just saying that to make me feel better." The shorter one said as he obviously didn't trust Levin's sentence. In truth the Osmosian knew that someway or another Ben was going to screw this up, and he was secretly counting on that fact. As the machines pulled back their borderlines there was a discussion in one of them.

"I say he was red!" The red general said to his rival as they, and their men, sat at a table.

"He was blue!" The blue general said back in a stubborn way. "I'd say any idiot knows that, but obviously you don't!" He added before the two started throwing the two main words back and forth.

"Okay, I'm just gonna come right out and say it - what the heck are they talking about." Jake said while gesturing over at the two men before them. Jake, Ben, and the ghouls were in the discussion ship - listening to the whole thing.

"Zavin, of course." The small child answered back as if they should already know why they were fighting. The group only looked at her with confused stares, so she explained. "He was the wisest man who ever lived. He gave us our laws and stuff like that." She then looked out the window as did the others.

"Is that him?" Sibella, who had gotten out of Ben's jacket, and returned to her human form, asked while pointing out at a statue in the distance.

"Yep, that's him. They made it a really long time ago, and all the paint's faded away." She explained why the statue was white and nothing else.

"So, no one can remember if he was red or blue, right?" Ben questioned as he looked at the item in question. Tennyson at the moment wished that he had a form like Time Wizard since that would solve the problem in a snap.

"You're so smart. That's what all the fighting's about." The girl said as she tried to compliment him while trying to ignore the girl with the long purple pony tail, and state that final part before hearing something from the table.

"Say, did you call me an idiot?!" The red general demanded after letting what was said sink in.

"No! You're under qualified!" The blue one shouted back - insulting his brother even more. Having enough of the blue one's tongue the red one leapt out of his seat as did the blue causing the two to tussle.

"Hey!" Ben shouted and walked over to the table. Even with soldiers of the respected colors trying to hold their respected leaders down Tennyson was still kicked away. "This is harder than I thought." He admitted after the wolf and the stein stopped him before slamming into the ledge they were sitting on.

"You can do it, Benji." The dhampire said to her lover before the fan-girl could speak in his defense. Ben looked on the table at the senseless squabble, and then thought of the colors of his heroes and had a feeling that if he chose a red skinned one the blue team wouldn't like it and if he chose a blue one than the red team wouldn't like it; this left him with…

'This should do.' A familiar tan alien thought as he slammed his left palm on the end of the table causing both sides to stop arguing.

"That's better." Ben said after turning back to normal. "Now everone shake hands." He instructed, but there were no takers. "Okay, I'll start." The human said as he presented his right hand to the blue man.

"Ha ha! There! That proves it! You were with him all along!" The blue one shouted before pointing at his brother who smiled after hearing that news. With that said the blue team left the craft.

"Morph, what did you do?" Jake questioned as he scratched his head in confusion since he wasn't following either. Thankfully the native was still with them to explain things.

"He ruined everything! Ben tried to shake with his right hand!" She shouted while glaring at her hero. The others were still not following.

"And that's bad?" The strong woman questioned since she, like the others, still didn't see the problem.

"It is! Because we shake with our left! Everyone knows that!" She explained and insisted. This made Ben feel as though he should look through his grandpa's books every now and again much like his ghoul-friend and the others do.

"Come on men! We've got a war to win!" The red leader said as he and the three others followed him out the door; the native not too far behind. Ben and the others knew that each team were picking up their guns, mobilizing their tanks all while they were watching as the fence was being put back up.

"This is bat. Very, very bat." Sibella said aloud since she had a feeling that things were only going to get more fierce. As they were getting out of the ship to come up with a new plan there were others that were profiting from this war time relapse.

"Death to the blue guys. And have a nice day." Argit said after he opened the door to the red side. He gave the blasters, took the guns, and put the money with the rest. "Got to hand it to you, Kev. You were right about the truce not lasting. How'd you get to be so smart?" He asked after putting the money away.

"Experience." He answered back before reaching into his friend's apron pocket, and pulled out a coin.

"Aw, come on! Cut me a little slack, will ya?" The porcupine said after seeing the smug smile his friend was sporting.

"Why not." Kevin said as he flicked the coin over his left shoulder with his right hand. The partner caught it and listened to what else he had to say, "We're in a growth industry, aren't we?" As he went back to painting the guns Gwen, Ben, and the others watched the battle going on as they stood on a hilltop.

"If only they had talked to each other." Ben said as he watched the shells firing this way and that.

"Seems like they were doing better before they started talking." Gwen, who chose not to join her cousin at the meeting, said as she too watched the senseless fighting. They continued to watch this until Ben spoke again.

"Talking's not the problem. It's listening." He said and that was when the American Dragon spoke out.

"Dragon up!" Jake said before transforming. "Then let's do something about that, Morph." He added causing the hero in question to nod in agreement, and transformed intro Swampfire.

"And it's you, my fellow soldiers, who are the bulwark against the heathen red hordes, who wrongly claim our Zavin as their own and who would have our children in school with red trash! It is you who-." The blue leader said into a microphone before a rumbling happened outside.

"Enough!" The Methanosian shouted after knocking down the door. He then stormed over, slapped two of the three out of the way. The third one fired and nailed the head. Swampfire was mad about that, but focused on their task buy picking up the leader, and taking him away as the captive saluted to his men. In the red camp the same thing occurred.

"And it's you, my fellow soldiers, who are the bulwark against the heathen blue hordes, who wrongly claim our Zavin as their own and who would have our children in school with blue trash! It is you who-." The blue leader said into a microphone before a rumbling happened outside.

"Enough!" A red dragon shouted as he destroyed the door. Just like Ben the dragon smacked two away, but for the third he dodged the blast with just a twist of the neck, and slammed the third one with the full wait of his tail. The New Yorker then took the leader to the spot the duo agreed on.

"Help!" The red one shouted throughout his entire flight over to a cave that was away from the frontlines. "Don't hurt me, please?" The man begged as the leather skinned one landed and then threw his captive into Ben's blue one that tried to see what all the yelling was about. "What's going on here!" He demanded to the two towering before him.

"Nobody's leaving this cave until you work out a peace treaty." Swampfire explained to the two of them.

"Impossible!" The red one said with crossed arms. To him he guessed that the human did not have a backup plan to force them to go for peace.

"That's what I told him!" The blue one said to the red as he pointed an accusing finger to the hero of the universe. Jake and the swamp-thing showed off their fire power which caused both leaders to run and scream into the cave.

'Some leader.' The red American as he and green powered down and waited on the ledge outside. Within a few moments the two came back to the entrance of the cave.

"Uh, Ben 10? Dragon-boy?" The blue leader questioned hesitantly to the two before them. Their arrival was unexpected to both heroes.

"That was fast." The shape-shifter said to the mystical man before standing up. "Did you work out something?" He asked the two with a friendly smile on his face.

"Uh, no. We just want to know when lunch is." The blue one said to the hero in green. Hearing this sort of stuck a nerve in the red scaled one.

"Are you kidding me?! There's not going to be any lunch or dinner! Not till you two bigots come up with a peace treaty!" Long said and was starting to see why the Dark Dragon went evil - this was insane.

"You can't do that!" The red one shouted loudly. Jake changed his arms to dragon mode, and grabbed them by their throats. While he did that the two saw Ben go for his Omnitrix.

"Easy you two. Violence never accomplishes anything." The blue one said in a choking voice. Hearing this caused the grabber to drop them on their butts, and take a few steps back.

"Did you hear what you just said.?!" Ben questioned in anger since that was the point he had been trying to make this entire time.

"He means random violence. War is orderly violence." The blue leader clarified to the two. This only angered the two even more.

"Orderly violence?!" The dragon shouted out at them as flames started to seep out of his human mouth.

"We need war, Ben 10." The blue one said to the hero, and his friend.

"That's right!" The red one added which was all sorts of odd at the moment.

"It gives people something to blame their problems on. If they can't afford houses or food or schools, it's the war's fault." The blue one said to them as red nodded in agreement.

"If there were no war they'd blame us for all that." Red one said to the Earthlings with blue nodding in agreement which was even more odd. "So, can we go now?" He asked since he saw no point in this.

"Are you kidding? This is the first time you two have ever agreed on anything." Ben said to the two with a shocked tone. Shocked not only on them agreeing, but also using the war as a way to avoid getting blamed at by the people.

"Get back in there!" Jake shouted as he cut the blue general from saying anything. The two groaned and went deep into the cave.

"There's got to be another way out of here." The blue one said as he turned on his flashlight to look at the stone tunnels.

"Where did you get that?" The red one questioned to his…partner.

"What - this? It's just a crystalline light." The other answered back: not understanding what he was getting at since both sides had several of said item.

"Yes, but I've got this." The red one clarified as he removed his monocle. Outside both teens and decided to catch a few Z's since they had nothing better to do.

"Ben 10! Dragon-boy! We've come up with something!" The blue one said which excited the two of them.

"Yes!" Ben shouted before the two of them were blinded by his flashlight which was made worse when the monocle was laid over it. The two fell off the cliff out of blindness. Jake summoned and used his wings out of instinct Ben on the other hand…

"Goop!" The chosen alien shouted before splatting on the rocks at the bottom of the Cliffside.

"I am really starting to hate those guys." Ben said after changing back to his human form, and received a nod from the glider. The guys went back to their own camp to come up with another plan, and prayed this one would fix things.

"Men, this fight isn't just about land or money. It's about our honor and purity. And above all, it's about the reputation…of the great Zavin!" The red and blue generals said to their respected sides while pointing at the statue in question.

"What a load!" A voice said from the statue causing all to look up at it. "You guys are fighting so you won't have to fix your real problems." The To`kustar said to them after walking away from the statue.

"Don't listen to him!" The blue one said and the two started to fight again until the slam of a red/white arm right between them stopped the armies. "You're going to have to listen to me. A few days ago, I got a letter from a little girl who lives here. Doesn't matter if she's red or blue. All she wants is for the war to stop. My friend Kevin said I'd never be able to fix everything in one weekend, and it looks like he was right. So, I've made a decision. I'm going to stay here as long as it takes to make you guys come to your senses." Way Big explained which brought a joyous tear to the girl, who was with the Anodite, wolf, and Dampier - listening to the whole thing.

"That's right! Because coach's got all the time in the world." Elsa, who wanted to see the world from Way Big's shoulder, said before giving the statue a friendly punch to the back of the head. Sadly that caused a system of cracks to happen which caused the whole thing to crumble.

"Oh, man!" Ben said at the fallen statue.

'Did that woman just…' The blue team, red team, and little girl thought as they saw their wise man lye there in pieces. With a cooperative 'get him' both sides opened fire on the giant who was forced to run away.

"Change into something smaller, or you'll never lose them!" Gwen shouted as she followed the giant thanks to a hilltop path. The alien did as she said and returned to human form while running.

"Got to give you props, Kev. Painting everything white sure saves time." Argit said while taking a small brake from painting.

"And money." The Osmosian answered back while painting.

"We interrupt this broadcast for a special bulletin. The red and blue armies have just issued a joint declaration of war on the alien known as Ben 10." An announcer said through a radio that was in their station.

"Hey. Hey, that's your friend, isn't it?" The scammer questioned and had a gut feeling he knew what was going to happen next.

"Yeah, I suppose it is." He answered back while putting down the gun before closing and picking up the chest.

"Well, what are you doing?" The smaller man questioned as he saw the taller do said thing.

"What do you think? Getting out while I can." The hybrid answered back as he stopped to answer that little question.

"That's gonna be too heavy. Why don't you let me hold onto it for you?" Argit stated and questioned while sounding sincere. For most people that ploy would have worked, but not on Kevin.

"Funny." He said back with a laugh.

"It was worth a try." Argit answered back with a sneer as he watched all that money walk out the door. Outside Ben, Jake, Gwen, Winnie, Elsa, and Sibella were still making their way on foot.

"Well, this certainly been a fang-tastic journey." Sibella said as she heard the shells continue to miss them.

"I know!" Elsa exclaimed before pointing at the armies behind them and added, "Even on another planet my family gets chased by an angry mob." As they ran one other decided to point something out.

"Less talking! More running!" Winnie said as she went down to all four mode to make it a bit easier on herself. Ship, who had been hiding in an old blast crater, looked up and saw some of his friends coming over.

"Ship!" The alien shouted as he turned and opened his rear way in. The Omnitrix bearer, the Anodite, the dragon, the wolf, the dhampire, and the stein made it in fairly easily. Kevin took his time by dragging the box, but picked up the pace when red and blue started to shoot at him.

"We have to wait!" Gwen shouted as Ben not only sat at the pilot's seat , but also got ready to take off.

"Gwen, I -." Tennyson started to speak, but a familiar voice cut him off.

"Ben! Gwen!" Kevin called out the two main people since he didn't have time for the complete list. They had Ship come closer, headed to the back, and when the door opened they saw Kevin running from the two teams.

"Grab my hand!" Gwen offered to her boyfriend. This caused him to worry since he knew that he would not be able to do both, so as they bast a chasm of sorts he tossed the loot and went on in. As soon as the Osmosian was in the first thing he did was head for the driver's seat.

"All I wanted to do was help. How could it have gone all wrong?" Ben questioned as he took his seat. None of them knew what to say, but eventually one of them spoke.

"At least they're united now." Gwen said as she tried to cheer up her cousin.

"Yeah - against me." The hero in question said as he put on his seatbelt. This caused the ghouls and dragon to glare at her.

"Well there is that." She said a bit more nervously because of the glares. "I guess Mr. Cynical isn't surprised by any of this." The mana master said before hear a sob escape Levin's mouth.

"Kevin?" Elsa questioned in surprise as she and the others looked at their pilot.

"Are you…crying?" Gwen questioned before hugging the multi-mineral creature. "You do have a heart." She said in a sincere tone.

"Yeah. That's what poor people have instead of money." Kevin answered back with tears streaming from his eyes. The dragon decided to cheer everyone up with a thought that has been on his mind for a while now.

"Yeesh! Red, blue, red, blue. I was hopeing to see purple to break the chain." The dragon said which confused the rest of them.

"Why purple?" The mana master questioned in curiosity.

"For a big brain I can't believe you asked that. It's what you get when you mix red and blue." The mystical negotiator said to them which got the pilot out of his funk.

"HA! Maybe that was where Benji's girlfriend was conceived." Levin said with a laugh. This caused the boy in question to speak up in her defense.

"She's purple because her father is purple, Kevin." He explained to his friend. This caused the ghoul in question to change to bat form, roost on his shoulder, and nuzzle his cheek affectionately. Another note was being made on the war planet.

"Dear Mr. 10, I don't have a home now. I have to work double time at the factory. And it's all you and your…girlfriend's fault. I finally found something I hate more than war. You!" The young one said to the disk before glaring into space. "Hey, what's this?" She asked after looking at the blast crater before her and saw something. The child opened it and laughed with great joy when she saw that it was money and jewels and even started to play in it.


	7. Chapter 7

Ben 10: Characters and Locations are from Man of Action and Cartoon Network

American Dragon - Jake Long: Characters are from Disney

Danny Phantom: Characters are from Nickelodeon

Ghoul School: Characters is from Hanna-Barabra

Partner aid: u/2319472/Vanessa-Masters

BJD Alien Force

Vreedle Vreedle

In a sector of space a seemingly harmless ship was cruising along until a police drone detected a blinking rear taillight and decided to inform the driver of said problem. The driver saw the problem as he looked at a monitor that acted like a rearview mirror. "Huh?" The front side passenger said as he woke up from a long nap. "Hmm?" He added after looking over his shoulder to see what was going off.

"Let me do all the talking here, Boid. Delicate situations such as these require a certain procedural acumen in which I happen to be well-versed." The driver said to his big-boned buddy.

"Uhh…" The bigger one answered back since he did not understand anything after his name.

"Just be cool, man. Be cool." The driver said in an ordering tone; simplyfing what he said earlier as he came to a stop. "Evening, officer…or morning. Difficult concept to determine in space. Is there a problem?" The driver said after rolling down his window. The machine looked at the two of them, but before anything else could be said the other used the big cannon he was holding and blew the bot, and the space bolder behind him to kingdom come.

'He blew up real good.' The shooter thought with a smile before hearing what the smarter one had to say about that.

"Now can you see how one might construe that there reaction of yours as a tad bit excessive, if not wholly unnecessary?" The thinner one said with a slightly angry expression on his face.

"Oh, I'm just as sorry as I can be, Octagon. You know how much I like to blow stuff up good." The bigger one said expressing through facial expression and tone of voice how sorry he was for his blunder.

"That's true. You blow up stuff real good, Boid. And if my keen insight is correct where we're going, you'll have ample and copious opportunity to blow up plenty more." He said in order to cheer up his partner before resuming their flight. Back down on Earth there were a few girls having some fun in their backyard.

"Ship. Ship. Ship." The purple/black alien shouted before wagging what could be thought of as a tail. The purple person bent down to pick up her friend's favorite ball, and tossed it at the creature. Once it was in the air Ship changed to a Tennis racket and returned it.

"Mine!" Winnie shouted to the others and caught it with her mouth.

"That was simply dreadful, Ship." Sibella said to her new pet with a kind smile on her lips. The strength of her team saw that the wolf was busy gnawing on the ball, so she decided to try something.

"Think fast." Elsa said to her friend's pooch before throwing some alien books into the air. Ship saw this, leapt up, turned into a bookshelves, and caught them all. He recived some clapping for his amazing feet. Their happiness was cut short with a laser blast.

'Who's there?' Ship thought with an external growl. The ghouls and Ship saw two alien humanoid walking into their backyard.

'Is that my daddy-in-law?' Phantasma thought as she looked at the taller of the two and could swear he almost looked exactly like Jack Fenton.

"What do I keep telling you, Boid? If we destroy it, we won't get paid, and that would be…" The smaller one said to the hefty one before stopping to see if the other knew where he was going.

"Bad." He answered back and prayed that he was right.

"That is correct." The one with the hat said with a smile. "There's no reason we can't do this all nice and civilized -like. After all we got the law on our side." The smaller one explained to the women as Sibella secretly dialed up Ben on her new cell phone.

"Hmm, Sibella. Calling me at this hour." The hero muttered as he saw his phone vibrating and saw the person on the other end. On the safe side the hero decided to pay a visit

"The law?" Mezu questione as she resisted the urge to summon her weapon just so they could figure out what they meant. "Are you Plumbers?" The Martian asked since what they had on could just be their street clothes.

"No, ma`am. We're repo men - Octagon and Rhomboid Vreedle." The smarter of the two explained to the girls, but all remained quiet since none of them knew who they were. "We're the Vreedle Brothers, ma`am, providing quality service for all repossession needs throughout the galaxy. No questions asked." Octogon continued and received a nod from his brother.

"Because we're what you call 'uncurious'." Boid said with a smile.

"We aim to be repossessing that there glob of galvanic mechamorph." Octogon explained to the group before him.

"Anyone catch any of that. I lost track after they said their names and what they do." The stein said to the others. Most of them were except for Mezu and Sibella since they knew who he was talking about.

"Ship." The creature in question leapt into the dhampire's arms, and she took a few steps back. Seeing this Miss Grimmwood decided to stand before her children as Octogon pulled something from his jacket.

"We have here a court order authorizing us to procure said glob in question." He explained to them as he took out a piece of paper.

"So hand it over. Thank you, kindly" Boid stated with his cannon still fixed on them even though he had not intention of firing. With the paper now out everyone turned to their alien - Mezu who simply shrugged since the Martian knew that they wanted from her.

"Gentlemen, I'm afraid none of us can read that properly." Grimwood said in a level tone since she really did not wish to start a fight.

"Yeah. Neither can we." The brother in the back added to the ghouls with an honest tone. The smarter one decided to still stick to the matter at hand - retrieving Ship.

"Be that as it may, we presently gots ourselves a paying job to complete here forthwith." Octo said as he tossed the paper aside, and his brother walked up closer to the group.

"Step away from the glob." The bigger one said in an ordering tone. The group backed away even more out of protection. Ship could feel a slight tremble in the dhampire's embrace so it decided to do something about the invaders.

"No. No tanks or missiles." The daughter of Dracula stated in a hushed tone. The headmistress heard her and decided to add:

"We don't want them to know how valuable you really are." Grimwood explained causing Ship to recall the first time he met the Forever Knights, and what they almost forced him to do.

"Stay away from them." Morgan said as she and Mezu stood before their sister. They two summoned their weapons which caused the two to step back out of alarm, but they quickly focused back on their assignment.

'Ah, see the problem.' Ben thought as he fired a three in one blast down upon them. The ghouls looked up and saw Jetray above them, and he did not seem happy. "She said, 'stay away'!" He shouted to the two new guys.

"And I says, 'blast the freak'." Octogon shouted as he got up from the fall he took. They tried to open fire, but he dodged them all and countered with a powerful tail laser. One that followed the two back to their ship.

"Ben, you are cleaning up our garden." The dhampir said to her lover as she watched as the beam tore through said item along with destroying a few lawn gargoyles.

"Uh, sorry. I'll wrap this up fast with Humongousaur." He proclaimed before landing before the exhausted repo-men. In a flash of light a new figure stood before them.

"Echo Echo. Oh, man!" The white/green alien said as he saw that he was the smallest members of his team. Seeing this made the two laugh at the hero of heroes blunder.

"What you gonna do, cute-ify us to death?" Boid questioned to the little man before him.

"Grab him, Boid. He'll look even cuter hanging from our rearview mirror." Octo instructed, but before the bigger one could do anything Ben decided to show the two that big things can come in small packages.

"Wall of sound!" The seven Echo Echos shouted before sending sound waves at the two. In order to get away the two climbed into their ship, and flew away.

"And don't come back!" The daughter of darkness shouted as she stood behind her boyfriend while holding Ship. Grimwood picked up the discarded piece of paper and presented it to Ben who in turn called the others so they would meet at Kevin's storage garage.

"This is just a bunch of alien mumbo jumbo." Ben said after returning to his human form.

"Mumbo jumbo?" Jake questioned just to make sure his friend used such an old school comment.

"Boy, you are just flaunting the High school education, aren't you?" The phantom questioned to make sure he too heard the shape-shifter right.

"I can do without the sarcasm, guys." Tennyson countered as he did a sarcastic laugh at the beginning. Levin decided to get back on subject - repossession order.

"Well, ignoring Tennyson's failure to realize when he uses sarcasm. It is however legit." Kevin informed the team which raised a very important question for the others.

"And you know this how?" Mezu asked with crossed arms. She was now curious if Kevin was in on this act as well.

"What? I did a little repo work back in the Null Void." The transformed teen answered back as he recalled that that was how he knew so many pioneers.

"A regular Jack the Ripper of all trades." The female phantom commented before ending with her classic cackle. The man manipulator decided to focus back on their mission - protect Ship.

"So, the Vreedle Brothers really do have the right to repossess Sheip?" Gwen questioned to the others while casting a worried look in Sibella's direction. The machine in question chirps out its name while looking around the room.

"Well, we're not gonna let that happen." The woman in question said before petting her new pet. "I'll fight fang to claw to protect you." She said while looking at the creature's single eye.

"You bet, Sibella!" Elsa shouted out as she pumps her chest. The others decided to show that she was behind her as well.

"That's right! Some back-water boobs aren't gonna take your pet without a fight." The Martian explained while summoning her staff, and pointed one end to the big, open doorway.

"Whoa! Whoa! Ladies, let's not go overboard here. All we really have to do is go to the source and straighten this hole mess out in court." Jake said to the girls since he wanted to deal with this situation in a better way then fists since they did not know if the V Bros had backup or not.

"That's true. Even if the Vreedles are backwash, they must have gotten this order from a high Galactic Judge." Mezu explains to the others, and that was all Ben needed to hear.

"Perfect! We go over there: explain that this is just a big misunderstanding…" Ben said to the other before listening to what two others had to say about him.

"He does realize that some Judges can be bought out." The fish girl said to the mineral man.

"Tennyson is one of those 'glass half full kinda guys'." Kevin said back to her, and once they were done the man in question continued on with -

"And before you know it we're back here enjoying the praise of our girlfriends for saving Ship." The others knew what he wanted and decided to call him out on it.

"This sounds way too thought out for you, Ben" The white haired hero said to the changeling with a somewhat sly smirk.

"You're just showing enthusiasm because you are hoping for some make out time with Sibella." The wolf said to her coach as she too sported a sly smile. Ben knew what they were doing, and knew how to handle it.

"I'm hurt!" He said with mock pain and added after walking over to the dhampir in question, wrapped his arms around her and Ship lovingly, "How could you assume that I was not thinking of Ship?" The others knew that he was sincere, but they still wanted to poke fun at him.

"It saves time." The Amity apparition answered back with crossed arms and a dead-pan tone.

"I'm sure Ben really does care for Ship." Sibella said as she tried to defend her lover from what they had to say.

"I do…and the hopes of a reward from my girlfriend…maaaay have some influence on it…" Tennyson said to the others causing them to laugh about it, and the mystical man to give his fellow coach a friendly noogie.

"In any case perhaps Ship and Sibella should stay here. After all it might just provoke things if you boys take him there." Grimwood said to the others as she wanted to deal with his problem quickly.

"Us boys?" Ben questioned his employer while scratching his head in confusion.

"What are you gonna be doing?" Danny asked since she had often accompanied them on anything they did.

"Why staying behind to assist Sibella, in protecting Ship. Should those dastardly fellows return." The headmistress explained to the young hero in a level tone, and the other knew there was logic to that.

"Oh, what a gruesome idea! We can hang out, bake snacks, and talk about boys." Phantasma said to the girls before hearing a clearing the throat from her lover as Danny and the others seemed offended to what she said. "Our boys of course." She corrected herself with a cackle.

"Thank you." Fenton answered back after wrapping his arm around her shoulders in a loving matter.

"If you guys don't mind going alone." The wolf said slyly as she looked toward her now dragon themed lover.

"Not really. I just hope this second time will be a lot better than the first. The others heard what went down and prayed that wouldn't happen again.

"But if Ship is staying here then how are Ben, Jake, Danny, and Kevin going to get over there/" Gwen said to them, and that was a logical statement.

"The planet Koda Koda is pretty far, but don't worry guys I got this." Kevin said before gesturing for the three others to follow him to a different spot. Once they stood before another storage building Kevin used a garage door to reveal a spaceship of sorts.

"This looks like that space ship we borrowed from that one guy on the moon?" Ben questioned as he remembered the moment and the man in question. Both Jake and Danny were impressed that Ben had been to so many off world places then either of them. "Come to think of it…didn't you say that you were going to give this back." Ben said while pointing at the object in question.

"And I will…eventually." Levin confessed to his crew while giving them a sly smile. That was proof enough for the rest to realize that he really wasn't planning on giving this back to the moon maintenance man.

"This is why mom doesn't invite you over…that and the fact that you still blame me for the accident." Danny said back to the pilot of the vessel.

"Can we just get on the ship?" Kevin questioned before walking on in. The others followed after him, and took their seats. Ben was excited at the sight of all the colorful buttons before him.

"What's this button for?" Ben questioned as he was about to press an unknown button.

"Did I not mention that this is a rental?" Kevin questioned as he calmly piloted the space craft smoothly. The four see a holo-screen appear warning of something big and heavy in their way.

"Incoming." The dragon said while pointing at a field of meteors before them. The pilot typed a few buttons and the machine evaded most of them. Soon they were approaching a very, very, very big one.

"This one's…" Danny started to say, but was stopped when Ben used the on board weapon and blew it up. "Or we could always do that." He finished as he, the dragon, and the Osmosian were stunned that the human did that so fast. As the guys started to talk about old cartoons the girls decided to hang out at Mr. Smoothy.

"Did Ben seem a little…apathetic to Ship being taken." Elsa questioned the others as she put her own seasoning to a strawberry smoothie.

"A tad." The girlfriend admitted while patting the creature on her back's head before adding, "A guess he's still a little nervous over me being friends with Julie."

"You think he'd be happy his ex-girlfriend and current girl and turning out to be great friends." The wolf said as she recalled how Rose has become a good sparring partner with the canine's hand to hand combat, and Julie had even taught Sibella a thing or two about Tennis.

"Oh, my dears, you have a lot to learn about men. They get something stuck in their heads, and you can't do a thing with them." Grimwood informed while hoping she did not spill the conversations she has with Max through the phone.

"Like a sword?" Phanty questioned as the others look at their friend with blank faces. None of them, not even the ghouls often liked the morbid way the ghost linked things together.

"What she means is…it makes guys nervous to have their ex's get close to their currents since they believe their ex's will turn them against them." Gwen stated - trying to translate what the headmistress said in a bit easier manner.

"Julie's not like that." The daughter of darkness huffs back in a indignant way.

"It does make some sense…" Mezu started to say as she sipped at her blue moon milk before continuing with, "He didn't do so well with his time with her, and he's really serious about you…" This brought a smile to the ghoul in question's face.

"Fang you, Mezu." The winged woman said with the same smile.

"But it doesn't stop him from believing you leave him if Julie states all the reasons why she broke up with him…" The alien takes this time to hold her hands up in defense because of the glare the purple one was giving her, "Not that she would but men, especially human men, can be paranoid like that…" She added while watching the woman cool down a bit.

"I suppose I'm going to have to bat down and just stake to Benji that I'm not going anywhere and never will." Sibella said as she stressed the word anywhere which touched the cousin greatly.

"Hmm." Gwen said before chuckling at Sibella with her chin in her right palm. "Well if you can convince my hard-headed cousin of that you'll be set for life…or un-life." She added, but was a little confused how to end it. The guys arrived at the location with little trouble.

"Okay, here's how it's gonna go down: I've had loads of experience in the courtroom setting." Kevin instructed to the other as they neared their destination.

"You were under prosecution!" Danny counted back to the pilot since he knew that that side of the table wasn't going to help them.

"Just follow my lead." Levin countered back as he saw a spot to land up ahead.

"Who's the hero here? Hello? Omnitrix bearer. They'll listen to me before they listen to criminal mastermind - Kevin Levin!" Ben said to his former foe as he now regretted his word choice.

"Mastermind?" He questioned back with a smile on his face.

"Sure, Ben, just go and put that thought into his head." Jake said as he Gibb's slapped the hero of heroes.

"On the bright side." Danny started to speak to the bickering brothers before adding, "We've all, sadly enough, have had vast experience with courtroom and legal battles." This caused Kevin to glance up at the cause of his form with a questionable look on his face. "I was imprisoned by Walker then accused of assaulting the mayor. IF I remember your story right: you, Jake, were attacked by a lot of magical creatures for perceived slights. As well as trying to settle legal property claims over a golden apple hanging over a brook." The spirit explained causing the dragon to become embarrassed about the whole brook thing.

"Wow, we have a lot of problems with the law." Ben said with a cheered up face after remembering the tales Danny was talking about. Kevin decided since it was just them guys to ask something that has been bugging him for a while now.

"Danny, I gotta ask…how do you and Phantasma make out?" Kevin questioned as he began landing procedure.

"That's your long thought of question?!" The male half of the couple questioned in great alarm.

"Kevin is known for anything but being predictable." The hero comment about his former foe in a dull tone as they finally landed. The four arrived right when another case was being handled.

"You do not eat children. Yes, they are delicious but we have laws." A judge said to two men that seemed like one of the aliens when the intergalactic parasite came to Earth. "What's next on the docket, bailiff?" The judge questioned after sending the two away with a hit of his gavel.

"A challenge to the court-ordered repossession of property belonging to a galvanic mechamorph by the name of Baz-el." A red/blue Highbreed answered back as he called up the next case.

"Present, your honor, if it please the court." A natural Upgrade stated as he stood before the judge.

"Hey, I know him. He's the guy who left Ship on Earth." Ben said as he recalled the voice, not the body, in a nano-sec.

"Once the word spread about my property's participation in nothing short of saving the entire universe from eradication from the uncouth, foul-smelling, Highbred -" Baz-el explained his reason before the bailiff became a bit testy.

"Hey! Objection!" The bailiff shouted back before slamming his fist on his friend's desk.

"Sustained." The judge said back in a calm tone after getting a start from his friends sudden outburst.

"Well, how could I not wish to reclaim what is rightfully mine?" The adult version of Ship pleaded to the court.

"But you gave him away." Ben pointed out as he could not believe what this guy was trying to do.

"Ship is my legal property. Ipso facto, e pluribus Unum, he must be returned to me. I rest my case." Baz-el said to the judge and stood there: feeling confident as to what he said.

"And where is the property now?" The pink helmeted one questioned while lounging on his judge chair. He expected an intelligent answer from a creation of the Galvan, but instead received -

"The Vreedle brothers are in the process of retrieving it for me, your honor." The contractor answered as he felt the two would do a bang up job for him.

"The Vreedle brothers?! Who in their right mind would hire the Vreedle brothers to bring someone back alive?!" The decision maker shouted down at the techno-life form. As Baz-El stuttered for an answer, the heroes seemed a little concerned. Back down on Earth the girls were getting ready to leave Mr. Smoothy.

"Good thing Cooper gave me the specs to upgrade my shockman." Elsa said to the others as she unplugged from an outdoor plug-in. They were on their way to wait a Ben's when they all heard something behind them.

"We'll be taking that there galvanic mechamorph now and a couple of smoothies to go." Octogon informed as he and his brother walked over to them. Out of instinct Mezu and Gwen let loose their attacks.

"Nice shot, you two." Grimwood said as she pulled a simple Plumber grade handgun from her purse.

"Those two has painfully set us on our backsides, Boid." The smarter one informed the other after they slammed into the grill of their vehicle.

"Mm-hmm. They most certainly needs aggressive blowing up." The bigger one said, but before they could do anything Gwen grabbed them both and hefted them in the air.

'I got this.' Phantasma thought as she made a ghost shield as Boid's laser move was closing in on their holder. The clash between shield and beam caused Gwen to release them.

'Time to end this.' Ship thought as he formed a fixed heavy cannon with those two right in his crosshairs.

"No! Ship! Don't!" Gwen shouted in alarm since she knew how Ben would react if she allowed those two to be destroyed. The mechamorph did as she said and changed back. Boid then fired again, but when they tried a combo shield Phantasma, Gwen, Mezu, and Morgan were sent back.

"Hold it right there." Octogon said to the dhampir as she held Ship while the rest of them fell back to see how the others were.

"Sibella!" Grimwood called out to one of her charges with worry in her voice.

"Now I'm gonna ask you again nicely. Everybody back away from the glob." Octo said aloud which his brother did with no question. "Not you!" Brother said to brother who sported a sheepish smile in return.

"Hmm, not bat, not bat at all." Sibella said after Ship mutated around her - giving Dracula's daughter a form of bat themed armor. She stumbled back a couple of steps out of surprise, but quickly recovered.

"Don't know how you darn did that Purple Missy, but it aint gonna do you no good!" Octogon said to the now armored woman before him.

"Yeah! Because we're not what you say 'respectful of the ladies'." Boid added as he set his blaster upon their prize.

"Right! So, now you -." The older one said before receiving a fist to the face. The fist belonged to Sibella and she was glad it sent him halfway down the parking lot.

"Ship, may be the pet of Benji's old girlfriend, but she is a sweet, kind, and warm girl. She opened the way to my Benji's heart, and because of that I won't let you take Ship." The violet one declared while using the mortals good way of describing something for once. "Prepare to know just how much my father's blood is truly in me and why you should fear the name - Dracula." She added with her arms in the pose of bat wings. Once that was said the dhampir summoned a curved sword in her left, a whip in her right, and got to work. Back at the courtroom Kevin was doing everything he could to convince the judge, who threatened to chuck said defense attorney into the Void, that Baz-El was wrong.

"Let me handle this." Ben said since this was getting them nowhere, and he was worried about what was said about the Vreedle Brothers.

"No, I'm handling it. We agreed." Kevin countered knowing that this was not going to end well. Ben still decided to give it a shot even though he had no idea what to say luckily the American Dragon did.

"Your honor, this is Ben Tennyson. Wielder of the Omnitrix, and savior of the universe. I'm sure you've heard of him." Jake said as he showed off the item in question. This information caused a stun expression on the judge's metal face.

"Dude, cut it out. You're gonna get me into trouble." Levin informed the dragon who wasn't really listening to the former criminal. Ben decided to give his fellow coach some support.

"Don't worry, Kev. I'm sure Jake knows what he's doing…at least I hoope he does." Tennyson saw the annoyed gleam in the red scaled one's eyes, so he then decided to speak for himself.

"I must ask a favor of you, your honor." Ben said as he took a few steps closer to the desk.

"Oh, I am so dead." The Osmosian commented as he knew the coaches would get him into trouble.

"There's been a little mix-up here. Ship is part of my team now. That's the Ben, Jake, Danny team or BJD team for short." Ben said as he pointed at the two main members of his team before finishing with, "Say, ever seen the Omnitrix up close, judge?" The moment it was the dial was raised the device activated.

"Humongousaur!" The dino called out, and wished his weapon did that before, but wasn't complaining now. The Highbreed saw this and ran away, but Ben decided to show that he meant no harm by leaning on the desk.

"Smooth move, Ben." Danny said after the desk collapsed into a heap of useless wood. Ben only looked down at the judge with a sheepish smile on his reptilian face. Back on Earth the bros were have trouble with Gwen and Mezu with distant attacks, Sibella and Morgan's close range weapons, and Elsa dealing with any vehicles that Boid threw at them.

"Never in all my days." The gold faced man started to speak, but before he could finish the nervous one spoke.

"We are so, so sorry, your honor, your Excellency, your - quick Tennyson what's another big word?" Kevin said as he walked up to the former desk. Jake was about to open his dragon beak, but the shape-shifter decided to beat him to the punch.

"I'm sorry Judge Domstol. That sort of stuff happens when I use the Omnitrix: sometimes it works with me, and other times it just likes to mess with me - like right now for instance." Ben said as he returned to human form.

"The court rules in favor of…" The judge stalled for dramatic affect before finishing with, "Ben Tennyson." This outcome surprised both Baz-el and Kevin greatly. "There is no reason the wielder of the Omnitrix, the savior of Earth, and the one that defeated the Dark Dragon should have to bother themselves with petty matters such as this. Mr. Tennyson, Mr. Long, Mr. Phantom, I apologize for wasting your time." He said while standing up from the debris.

"Nothing to worry about it. We're used to it." Danny said to the man before him while also wandering how he knew of those two other feats of daring do.

"The warrant for the return of Mr. Baz-el's property is rescinded. Baz-el is hereby ordered to call off his agents." The judge said to the man responsible for wasting the heroes time.

"Of course, your honor." The mechanical man answered back without any anger in his tone.

"Levin…" Domstol said before hitting the mineral man on the head with his gavel.

"Ow." The offended one said while rubbing his forehead.

"I…I don't suppose you fellows can give me a lift to Earth?" Baz-el offered to the four who only glared at him at first, but reluctantly did so. They flew back at top speed, but Kevin wanted to go faster.

"Since you wasted our time with that pointless trial the least you could do is upgrade our ride to get there faster." The former foe commented while flying through the stone path. At first he was going to protest before realizing that he was surrounded by the three heroes - all of which were ready to change his mind.

"I'd be more than happy to." The galvanic mechamorph said with nervousness in his voice before becoming one with the moon cruiser. Thanks to that the guys got to Earth in no time, and once they were close enough Baz-el defused and Kevin landed it normally.

"Hooo-Doggie!" Jake exclaimed once they started walking out of their ride, and he saw the fight before them.

"Guess your ghoul-girl has a transformation of her own." Danny commented while elbow nudging Ben.

"Yeah…" Ben answered back with a dazed voice as he found himself becoming more attracted to her with this display of martial arts. The galvanic creation decided to get his part over with.

"Stand down. Cease and desist. You are no longer in my employ." Baz-el explained to them causing the two to stop their fight and look at their employer out of confusion.

"He's not gonna pay you." Kevin simplified it for them.

"Not gonna pay us?" Boid questioned with his voice showing signs of anger. He aimed, fired, and removed Baz-el from the battlefield. The others were stunned, but stayed focused on their targets.

"Remember when we talked about you overreacting?" Octogon questioned after a frustrated sigh. "Well, one could consider this particular occasion also qualifying as such!" He added in yell form.

"I'm sorry." Boid said with a sorrowful tone in his voice.

"Not to worry we'll just boot the armor, and sell it on the black market." Octo said to his brother before pulling out the keys to their ride, and with the press of a button one of the outer containers opened and fired something.

"What?! What is this?" Sibella thought with great worry as a clamp of sorts was put on the armor. Said item deactivated the armor which also powered down the winged one's weapons.

"What did those guys do?" Ben questioned in alarm as he watched the two carry his girl, and their pet away. He was grateful that his cousin shot up a barrier to block their path.

"I think the thing they fired froze Ship somehow." Danny questioned as he was floating near their ship.

"Repo boot. I know how to get it off." Kevin informed the others in a casual way.

"This does not surprise me. I'll stall them." Ben said as he went to work.

"Goop." The jell-o alien shouted out after Ben summoned him onto the battlefield. "Nah-nah!" Goop shouted out to the two, and caused the bigger one to turn and fire again. "Is that all you got?" The alien questioned after three ineffective laser blasts.

'I'm just gonna grab `im.' Boid thought as he charged with his arms open, and was about to complete his move…until Goop turned into goo. With that hazard on the floor the hired thug slid and fell on his gut.

"Strategy." Octogon called out with a smile when he heard Gwen powering up again.

"I've got a better one." Danny said before possessing said alien and then walked away from the Sibella shield. "Try hitting me with a new move." Octo/Danny demanded to the other.

'New move, huh?' Gwen thought before firing a blast into the ground. Before it could finish Danny got out of the body before the Vreedle brother could do anything except getting chinned.

'Now for Ben's girl.' Kevin thought as he went to work on the wiring. Boid came two, saw his opponent just standing there, and was about to fire. Ben saw him and did the first thing that came to mind - clog up his gun.

"That is exceedingly nasty." Boid said as he looked at his clogged gun. As for Kevin he got the clamp off and Ship powered back up instantly. Sibella saw an alert on her face plate, and knew what to do.

"Sorry, Kevin." The dhampir said as she shielded her lovers best friend with her wing from the laser fire. The daughter of Dracula then walked over to the smarter one with her curved sword.

"Well, would you look at the time?" Octogon questioned before getting up and running away. Boid saw this, threw his gun down, and followed.

"Are we running?" The trigger happy one questioned.

"No, sir. What we are doing is what you call retreating." The skinnier one said back since he knew that they could not take all of them on.

"I want to retreat with you." The bigger one said back as they fled to their ship.

"They won't be back." Grimwood said as she put away her blaster after they went past the clouds. Ben oozed out of the gun, slid over to the others, and became human again. Seeing no more danger Ship did the same.

"Sibella." Ben said with a big smile on his face.

"Benji." She said while holding her new found friend in her arms.

"Back there, you two were amazing!" Tennyson shouted in great enthusiasm before stroking the early form of Upgrade's head.

"You and the others went halfway across the galaxy just to save Ship, so I know you really care about him…and…me." Sibella said while pecking a kiss on her lover's cheek. Danny and Jake returned to human form and joined their lovers as well.

"How long do you guys think before they're selling smoothies again?" Fenton questioned after seeing the property damage that the fight took on their favorite meeting spot.

"You amaze me, Darling!" Phantasma shouted with her hysterical laughter at the end.

"Ship. Ship." The small galvanic mechamorph called out as he heard something going on behind them. The group turned and saw that Baz-el was pulling himself back together.

"Goodness, that's stressful." The adult in the area said once he was whole again, and saw all of the questionable looks directed at him.

'Could I have done that sort of thing as Upgrade?' Ben thought before the source of this problem spoke.

"Well, you certainly didn't think I was going to regenerate with those dreadful Vreedle brothers still about, did you?" The adult said as he walked over to the group.

"We are all grateful that you are still alive, Mr. Baz-el, but tell me - do you still wish to reclaim Ship?" The headmistress questioned politely to the man before them. He looked at all of them, or more accurately he looked at his old friend before answering.

"Oh, very well. Keep him." He answered to them with a wave of his hand.

"Thanks, Baz-el, he means a lot to Sibella and I." Ben said with a smile toward his woman. Tennyson knew that there would be no strain on their love since it was just a dog.


	8. Chapter 8

Ben 10: Characters and Locations are from Man of Action and Cartoon Network

American Dragon - Jake Long: Characters are from Disney

Danny Phantom: Characters are from Nickelodeon

Ghoul School: Characters are from Hannah-Barbara

Partner aid: u/2319472/Vanessa-Masters

BJD Alien Force

Single handed

Ben was swinging through his city one day in the form of Spidermonkey minding his own business until he looked over his shoulder and saw an unknown alien tailing him. Out of instinct the alien picked up speed, and eventually hid behind a billboard to catch his breath only to discover that wasn't the best place to hide. "The Omnitrix - where is it?" The man who chopped the barrier down with an axe demanded to the simian.

'This'll slow you down.' Ben thought and fired a glob of webbing at the man's face. He then web swung to a different building to talk to the man. "Green watch thingy? Hourglass symbol? Turns you into all kinds of super powered aliens?" Ben asked with a sly smile on his face.

"Yes." The man answered back after freeing his face from the webbing.

"Never heard of it." The monkey answered back before dodging an axe slash followed by running from a caving in corner of the building he was on. Due to his current choice's strength was in webs, agility, and sticking - Ben knew that he couldn't take this guy in a fight: just yet.

"Don't toy with me. I know you have the Omnitrix. I have traced its energy here with this." The gray skinned man explained while pursuing him on his hover-board, and even pulled out the device to prove he was telling the truth.

"Cool! Where'd you get it?" The chasee questioned with a web-line on the P.D.A. type device. The Arachnichimp's idea was to pull it to him, and smash it somewhere, but his pursuer saw this, sliced the web-line, and picked up his device.

"I am Sunder - finder of rare and precious objects." The man said as he flew along side a building, and the hero followed until he saw the scavenger put his device back on his belt.

'So much for that idea.' The changeling thought and ran away again. Sunder saw this, activated a netball device on the front of his vehicle, and successfully caught his prize.

'Easiest job ever.' Sunder thought as he flew down in the alleyway where the netted one laid.

"Seriously, you carry an axe and your name is Sunder? Well, I guess that's no worse than…" The monkey started to speak before hitting the symbol on his chest.

"Humongousaur!" The dino called out while breaking free from his net. The moment he he turned to face the villain of the day the creature recoiled back into the Omnitrix.

"Okay…" The human said with a confused tone before seeing Sunder hover down to him.

"The Omnitrix will fetch me a handsome prize." The scavenger stated after walking off his glider. Ben tried to reason with the bruiser…at least until said item was working again.

"Lots of luck getting it off my wrist." The hero of heroes explained with a cocky tone since it had survived pretty much anything.

"I'll worry about the details later." The axe weilding man said with a smile as he took his weapon into both hands and got ready for a vertical slash. Out of instinct the brown haired youth used his powerful arm to block the attack, but there was a flash of light, and the next thing the boy knew - he was waking up in unknown location.

"How did I get here? Where is here, anyway?" Tennyson questioned aloud as he took a look around his surroundings. "The Null Void?! Oh, man!" Ben exclaimed once he saw the floating rocks and red sky. The bearer of the Omnitrix heard a roar and saw that it was the crab legged creature that helped stop Animo the last time he was here, but he seemed angry. "Okay. Questions later. Right now, it's time to go…hero?" He said, but ended in confusion due to a missing left hand, and wrist.

'He must be another DeVoid.' The creature thought as he continued to charge at the confused creature.

"My hand! Where's my hand?!" Ben shouted before narrowly dodging the charge causing the creature to slam face first into a stone wall. "I don't get it. I can still feel my hand, but where is it?" Ben questioned as he looked at the pink glow at the end of his left arm, but unknown to him it was in the hand of his latest opponent.

'It'll be safe in here.' Sunder thought as he laughed evilly while flying away from the city. Back in the Null Void the creature has recovered, and turned to face the human again.

"So, you want to fight?" The shape-shifter questioned while clenching his right fist, and his left did the same. He ran up another rock wall, leapt from it, and onto the creature's back. Ben then held on with his right, and pounded with his left hand; said fist banging on the glove compartment it was in.

'Get off.' The opponent thought as he bucked the human off of his back. Realizing that human brawn wasn't going to win Ben decided to use brains instead.

"Hey! Over here!" The hero shouted at the creature with waving arms. Morph then proceeded to go to a lower level where there was more room to move before climbing back to another high ledge, and pushed a big boulder down on him. "Yes!" Ben shouted in praise for what he had done. "Okay, this is weird even for me." Tennyson said after remembering that he had no left hand. With all the effort Ben used to knock out his opponent his hand got free, and was about to leave until…he was caught again.

"Slippery little thing, aren't you?" Sunder questioned as he looked at the harmless hand. The limb got free of the other's index finger and thumb, and clamped onto the man's nose. Due to the pinched nose the scavenger lost control of his ride and crashed.

'Must find one of the others.' The hand thought as it was grateful the Omnitrix had been watching Helper which was why the limb was able to function without a body. Logically the limb headed to the closest area to find help - the park.

"Aah! Aah! Aah! Okay, what's my hand doing?! Aah! Aah!" Ben exclaimed as the rest of him was at the mercy of wherever his hand was going. Back in the park said body part was walking down a sidewalk - still looking for someone that could help him.

'Hmm? What's that sound?' The hand thought before using the Omnitrix as an eyeball to see what was coming up behind him, and saw that it was a strangely familiar Orange/Brown furred dog chasing him. 'Gotta move.' The Omni-Powered limb thought as it ran up the side of a tree, hopped onto a tree branch, and saw two familiar faces.

"Nice backhand Sibella. You're really getting the hand of Tennis." Julie complimented from the left side of the field.

"Fang you very much, Julie." The disguised Purple woman said back as she returned the ball to her opponent.

'She's got to help me.' The hand of Ben thought before hopping down to the rail on top of the metal fence, but as soon as he was about to get her attention the dog intercepted, and walked off.

'That's odd…I could have sworn I smelled Benji's blood.' Sibella thought, but only saw the Orange/Brown dog, so she shrugged it off and went back to the game. Ironically Ben was also being chased by dogs only he did not wish to end up like his hand.

"This day just gets better and better." Ben said as he was running, and after a while he added, "And why does my hand feel like dog slobber?" Back in the park the dog was walking past a couple of familiar faces.

"Winnie, what do you have this time?" A raven haired teen questioned after catching a Frisbee his girlfriend tossed to him. The ghouls all had a human spell that they could turn on or off whenever they wanted, but Jake gave his lovely one a dog spell due to her tendency of chasing cars, and catching Frisbees in her mouth.

"What is it Darling? Another Chiwawa?" The blue/while haired girl questioned as she walked over to the canine as well. Back at the Null Void the hero of heroes ran into a lucky break.

"Man, this place stinks! It should cover my scent from those Vulpimancers." Ben said as he hid shoulder deep in a smelly lake, and behind an oversized boulder. The human looked up at the whit furred version of his old form and recalled how smell was the strength of that form. Back on Earth the couple were having problems of their own.

"Come on, Winnie! I just want to see what you got." The catcher of the Frisbee said as he tried to pull the item from her mouth as his lover laughed hysterically at his struggle. Despite being a member of a Finishing School the daughter of the werewolf still had some cub in her.

"Hey! What's going on?!" Ben shouted as his left arm swung to and fro. Unfortunetly his arm began splashing the water which caused the White Wildmutts to turn, and head back to the lake. 'Here I go.' The human thought as he ran again, but back at the park his hand was about to get some help.

'Looks like they could use some help.' A black/green haired teen thought as he walked over to the scene. 'Luckily I know how to handle this.' He added to his first thought as he opened a card holder on the side of his pants, but instead of cards it held Ol` Roy dog biscuit.

'Wait! That scent?' The wolf in dog clothing thought before looking at her lover and saw the dog biscuit in hand. She forgot all about the hand, and ran over to her boyfriend. He gave it to her, and then walked over to the forgotten item.

"Is that?" The American Dragon questioned to the others as the other three circled around the hand. Back in the Null Void Ben was still fleaing from the three Wildmutts. As Winnie got done with her treat she looked around and after seeing no civilian was around she walked around a tree to turn into her human disguise, and joined the others.

"Do you guys think it still works?" Danny asked as he held the hand in his hands. The others just gave him a shrug as an answer. The spiritual seductress began messing with the dial, as she always wanted to.

"Are you sure we should be touching it?" Jake questioned since he knew that not even it's owner knew all the tricks of it, so amatures like themselves should not mess with it.

"You worry to much, Scales." Winnie said as she slammed down the dial's head which still did as it was supposed to.

"Big…Chill!" The frosted one shouted as he looked at his right hand, and listened to his voice. "Now that's more like it." He said before firing a cold blast from his right palm which froze them solid…for a few seconds. "Okay. Ice doesn't work. How about a little…" The bug started to speak before opening his wings, and slamming his chest symbol.

"Swampfire! That ought a hold `em." The new guy shouted before letting out a powerful flame from his visible hand. Back on Earth the group saw the hand go from Big Chill to Swampfire and that the hole in the palm fired out a small fire stream.

"Guess this proves he's still alive." The female wolf said as she gestured for Danny to put it on the ground with the fire facing skyward. Back to Ben, he was still trying to keep them at bay.

"Shoo! Shoo!" Swamp thing shouted at the dogs since they were still on their side of the firewall. They instead leapt up and attacked with one of them successfully taking out his attacking hand. "Dude, I'm already short one hand." Ben said before seeing his hand grow back. "Why can't I do that with this one?" He asked in aggrivation while looking at his left arm. "Sorry, mutts. Gotta fly." Swampfire said to the attackers before hitting his symbol again.

"Jetray!" The flyer shouted before taking to the air, and narrowly dodging a claw to the wing. "Okay. All I have to do is find Grandpa Max's old hubble. There's bound to be some leftover Plumber tech there that can get me back home. That's…sort of a plan." Jetray said as he glided through the air.

'Where is that hand going now?' Danny thought as the four were following the now red, three fingered hand walking toward somewhere…they just didn't know where. The group followed it, and saw that it was following Sibella.

"Even separated all Morph thinks about is Fangs." Jake said to the others as they watched as the hand followed, and then grabbed onto her ankle; grateful that she decided to wear jean shorts today.

"Hmm? What's this?" The lady in questioned aloud before placing her Tennis racket on the ground, and began to stroke the object on her leg even though that most other women would have screamed and knocked it off, but the Dhampir was used to weird.

"Now this is a feeling I know anywhere. It's Sibella's touch." Jetray said on his end, but as always his weapon of choice decided to mess with him.

"Oh, no! You can't be out of power now." The human shouted before falling down to a valley of spikes. At the last minute he was rescued by a Null Void Guardian. "At least I'm still alive." Tennyson said after being wrabbed in the creatures tenticles, but soon added, "Completely grossed out, but alive." When he got slammed by some of his savior's drool.

"The Omnitrix?" Sibella questioned when the hand turned to it's base form, and released her ankle. "Benji?" She questioned as she picked it up with both hands, and watched and felt the fingers drum on her palms.

"That's who we think it is too." Winnie said to her old friend as she and the others got closer to Dracula's daughter.

"Maybe Gwen and Kevin know what to do." Danny offered to the others who nodded in aggrement. They all knew walking around with a hand was going to seem strange, so Sibella gently stroked it to assure it that it was in good hands.

"This will keep you safe, Benji." The violet one said as she placed the object in her fanny pack since putting her boyfriend's hand in her jeans pocket would feel…awkward. Along the way the team called in Elsa, and told her to meet them in the usual garage. When they were all there Sibella placed the item on a rolling toolbox, and once it was there one of them started to laugh.

"It's not that funny, Kev?" Jake said to the laughing man who was holding his sides.

"Sorry. Sorry." He answered back before looking at the hand, and then started laughing again. As he did that Gwen did her thing.

"It's Ben's hand, all right, but I can't trace him. He could be anywhere." Gwen informed the others which only put more worry on the Daughter of Darkness.

"If he's even still alive." Danny said before getting slapped in the back of the head by Phantasma who then pointed to her old friend. Before the spirit could recover from his earlier comment Kevin spoke.

"See that energy surge? Classic sign of dimensional displacement." The Osmosian explained in a much calmer voice.

"Which means?" Sibella questioned since the science talk didn't really work for her.

"Ben's fine. The rest of him…is just somewhere else." Kevin said to her and then decided to imitate their time walker a bit. "Had the same thing happen to me when I tried to use a refurbished personal force-field belt. Spent three hours with my nose in another dimension. Aren't you gonna ask me how I smelled?" He stated and questioned while walking over to his trunk.

"Terrible - just like your joke." Gwen said to her boyfriend.

"Relax. I got some stuff in here I can kludge into a retrieval beacon generator." Kevin said to the group which Frankenteen walked over to see what she can do. "Shouldn't take a second." He added, and did not mind the added help.

"You may want to hurry along." Jake said as he saw a strange gray skinned, white haired man on a Green Goblin glider hovering in the entrance of the open garage.

"Oh great, It's Sunder the Retriever." Kevin said with a groan as he looked over the hood of his truck as to what the dragon was talking about.

"You know him?" Fenton questioned wandering if this guy was a friend or enemy to their pioneer friend.

"Deals in one of a kind artifacts. Wander what he's doing here?" Kevin questioned as he placed a whole mess of junk on the rolling toolbox.

"Uh-duh!" The strength of the ghouls said in a matter of fact tone as she and the others were pointing at the Omnitrix.

"Riggght." Levin said to them while thinking, 'I must be really slow today.' For forgetting that the Omnitrix really was one of a kind; esspessily since Azmuth reclaimed Albedo's watch.

"Going ghost!/Dragon Up!" The mystic and spliced heroes shouted out as they went into their true forms.

"You girls help Elsa and Kevin while…" Started to speak but stopped when he saw his and Danny's girlfriends go into battle while deactivating their 'human' forms. The wolf ran over, jumps into the air, and plants a kick in Sunder's face. Once she was on the ground the female phantom phases through the ground beneath him which knocks him backward on his butt. "Or…you could do that." The dragon said in complete of what just happened.

"Get out of my way!" Sunder shouted at the girl before attacking. The sad thing was that the wolfett leapt over the horizontal axe slash while the ghost let it pass harmlessly through her.

"Where's my Benji?!" Sibella shouted out as she stormed over to the man responsible to her lover's disappearance.

"Don't know. Don't care. I just want the Omnitrix." The Retreiever said to her and decided to slash her down as well.

"Sibella!" Danny shouted in alarm since he knew Ben was going to be mad knowing that she was gone. The ghouls gasped in horror at the loss of their 'sister'.

"Wait…" Gwen told the rest as she saw something unexpected. As soon as the axe was about to make contact Sibella turned into Purple mist, reformed while floating over a stunned Sunder.

"Hiyah!" She shouted while giving him her greatest roundhouse kick. They watched him fly into a lamppost and was out cold.

"Wow, Sibella." Elsa said as she walked over to her friend, and added, " That was amazing." As she patted her friend on the back.

"It was a howl! You sure knocked him for a loop!" Winnie said as she howled in between sentences.

"I didn't know you could turn into mist already." Phantasma pointed out with her trademark cackle. Sibella could boast a little, like her boyfriend often did, but she decided to be honest with them.

"Neither did I…guess my concern for Ben just activated it." She said to the others in an honestly surprised tone.

"Well, Fangs, you certainly put him down." The mystic negotiator said to the Plumber Lover with a big grin.

"But not out. I can't build this thing, and protect you ladies at the same time." Kevin explained while smiling at the five girls.

'He can't be serious?' The wolf thought in surprise.

"This lady can protect herself just fine!" Gwen said as she could not believe that Levin thought of them as that weak.

"So can I…" Sibella said while flinging her hair from shoulder to back before finishing with, "As I already demonstrated." The ghost and dragon decided point out one other thing.

"Plus, they do have the two of us." Jake said as he placed his claw on Danny's shoulder in a friendly manner.

"Right, but the main thing is keeping the Omnitrix out of Sunder's reach." Kevin explained to the others while thumbing over to the drumming fingers on the toolbox.

"Don't worry, I'll keep it close by." Dracula's daughter explained as she picked up the item in question.

"So, your saying you want to hold Ben's hand?" The dragon said with a chuckle.

"Not funny, Scales." Winnie said to her boyfriend with a roll of the eyes.

"It could come in handy." The New Yorker offered to her again, and despite how lame it sounded the wolf still gave him a small grin. As all that went on Ben had gotten free from his savior tumbled down a stone hill, but came to a stop.

"Why does everything have to be slimey?" He asked while whiping off the gunk from his hair. Back on the battlefield Gwen made sure Jake was done with his corny jokes, and once he said yes the others noticed Sunder was up, and charging at them again.

"Looks like someone got his second wind?" Danny said as he floated near the far wall.

"Quick! Turn into Humongousaur!" Gwen said to Sibella since she was holding her cousin's hand.

"Are you carzy? Swampfire." Kevin countered his girlfriend's idea. The dhampir thought it over, and couldn't decide herself, but Sunder wasn't going to let her have the chance.

"Humongousaur!" Gwen shouted at her soon to be family member.

"Swampfire!" Kevin shouted to her since he thought flame was better than fist at this moment.

"Humongousaur!" Gwen shouted as her shield was shattered and herself backhanded out of the way.

"Swampfire!" Levin said back as he didn't even notice how close the opponent was. Tired of listening to them the dhampir decided to go with her strength - mist form. The first thing she did was get right in his face.

'Not this again.' Sunder thought before coughing because of the mist in his face. When that started she turned back to normal and kicked him in the face. Elsa held him from behind as Danny froze the Retriever's left arm, and Jake torched his right. Phantasma and Winnie put him in a headlock.

"Guys, I have a better idea." Elsa said to them and then performed a suplex move on their attack, and as soon as she did that Danny poured on the cold to try and freeze him; not solid, but just enough to keep him still.

"Aside from running from a couple of aliens, having my hand get covered in dog slobber this hasn't been too bad of a trip." Ben said as he was having a nice walk on a narrow walkway. He was unaware of the trouble that his friends have been and are still in.

"Kevin, Elsa, how much longer on that doohickey?" Jake questioned as he looked over at the ice sculpture, and with his eyesight saw some movement.

"Soon." Kevin answered back as he was welding and the daughter of Frankenteen senior was screwing in a bolt.

"Good because that guy is almost free." The dragon said back and decided to play keep away when that happened. Back in the Null Void Ben had nearly completed his journey.

"I can still feel Sibella holding my hand, so it's like I have a traveling buddy." Ben said aloud as he walked into the hovel to see what he could see. "Come on, grandpa. You must have left something behind I can -…use." Ben said as he was face to face with the same creature that he met as Ripjaws six years only about seven of them in all. Back on Earth Sunder was free, and still trying to get the hand back.

"I love monkey in the middle. Esspessily when the monkey's not me." Jake said as he tossed it to Danny. About this time Sunder used a direct approach to get what he wants.

"Enough of this." Sunder proclaimed before grabbing hold of the dragon, and turned to face Danny and the girls. "Now, hand over the Omnitrix, or I slice the dragon in two." The Retriever explained to the group before him.

"What?! Why me…wait don't answer that." The American Dragon said back as he had a feeling it was because of the torched arm.

"All right. You win. Just don't hurt him." Gwen said as she took the hand from the ghost child.

"The Omnitrix first." Their opponent said, and with a nod the mana manipulator walked over to him. Sunder threw the dragon aside, and was about to get his prize until…

"How `bout the Omnitrix never?" Kevin questioned as he fired the gun he and Elsa had been working on. The beam hit the watch, sending those near it to fly off, and for Ben to come back to them.

"Oh. How did I -." Ben started to speak as he saw his kind of buildings around him.

"Benji!" Sibella shouted with great joy as she wrapped her arms around him from the right side of the hero.

"Your alright!" Gwen shouted in happiness as well as she hugged the left side of her cousin. The joy time was over when their current enemy spoke.

"The Omnitrix - now!" He rushed over and tried to slash at them, but still missed them all.

"Oh, I'll give you the Omnitrix, all right." Ben said to Sunder as he was starting to feel his pep returning to him. The human was about the transform only to see that his left hand was still missing. "Oh, not again!" He commented before dodging the axe from above attack.

"What is it with everybody wrecking my car?!" Kevin shouted in anger; focused on that and not all the near misses Ben made a few seconds ago. Tennyson decided to make him focus on the task at hand.

"Mind telling me what's going on here?" The hero of heroes questioned since they had some time to breath.

"Short answer - energy axe plus Omnitrix equals dimensional displacement. Which means your hand is probably wherever you just were." Kevin answered as they watched the man try to pull his weapon out of the car's hood.

"My hand is in the Null Void?!" The shape-shifter shouted in alarm over what he heard.

"Don't worry, Morph. I mean: it's not like you were waist deep in dangerous aliens…right." Jake questioned, but only got a nervous facial expression as an answer.

"How do we get it back?" Sibella questioned since she would like to have complete Benji, and not a 99.9 % complete Ben.

"Simple. All we have to do is reverse the polarity of the thing that displaced it in the first place." Levin explained to the rest of them, and the victim of the attack knew what he was talking about.

"The axe?!" Tennyson shouted in great panic. By now the weapon in question was finally pulled free.

"I said it was simple, not easy." Levin said back as they were all looking at the weapon in question. Also at this moment Kevin had an idea over what to do.

"I won't ask again. The Omnitrix!" Sunder said to the heroes with his weapon pointed at them.

"Is gone - history, finito. We don't have it. You don't have it." Kevin said to him, and prayed that what he said would work.

"You can lie to me, but you can't lie to my scanner." Their attacker said as he pulled out said device from his belt. "Hey! What's the deal?" He said when he no longer saw the Omnitrix symbol on the screen.

"I don't think it's gone. I mean, I can still feel my hand." Ben whispered to his friend not knowing that said body part was surrounded by those strange red/orange creatures.

"Just shut it and follow my lead." Kevin said back and decided to put his plan into action. "Forget the Omnitrix. What if I told you I could get my hands on a praxian antimatter cannon for you?" Levin said as he walked over to the Retrever.

"I'm listening." The taller man said since he knew such an item was hard to come by. The two walked away from the heroes to talk in private, and Gwen thought it her shot, but saw Danny go invisible and slowly float over to the weapon.

"I got another buyer coming later, but I'd much rather do business with someone trustworthy like you." Kevin said as the ghost gently placed his fingers on the tip closest to his shoulder.

"Skip the sales pitch. Just show me the antimatter cannon." Sunder said, and honestly sounded interested. The others thought that this plan might work, but back in the Null Void the creatures had picked up the hand, and activated the device.

"Brainstorm?" The crustasion questioned as he wandered how this happened. With the arrival of an Omni alien caused the scanner to start beeping. After hearing the beeping Danny retreated to the others and turned visible.

"Gone, history, finito, eh?" The Retreiver questioned while showing him the scanner; Levin could only shrug as a response.

"Sunder! I implore you - do not exact vengeance upon my veracity-impaired colleague. I hereby definitively - albeit reluctantly - relinquish all claims on said Omnitrix and render it into your possession forthwith." Brainstorm stated to Sunder as he walked over with one arm behind his back, and in a moment the electro hero showed why by firing a shock attack from his incomplete arm.

'Can't believe I fell for that.' Sunder thought as he was able to recover from that surprise attack.

"I believe the vernacular is 'psych'!" The brainiac said with a smile on his face.

"You will pay for your insults." Sunder said to the heroes while taking the axe from his back, and summoning his glidder. The two faced off with Brainstorm rolling under the machine.

"I sincerely doubt you would display such bravado were you cognizant of your imminent encounter with…" Brainstorm explained before slamming the symbol on his chest.

"Humongusaur!" The tan lizard shouted out before grabbing a nearby light post. "Bring it on, tiny!" The alien said as he stood ready for battle. Sunder took the challenge and flew straight at him. "I can beat you with one hand tied behind another dimension." Ben shouted but after about four slices he had to add, "Then again, maybe I could use a hand." The others got the hint and leapt into battle.

"We got you're back, big man." Danny said as he, Gwen, and Phantasma shielded a bit, and then shot balls and beams of energy. Their opponent dodged them all, but he then saw another problem.

"Let's see if he can handle a dive-bomb special." Jake said as he had carried Kevin to the sky and then was diving right on Sunder, but instead of a head butt the dragon released his partner. Once free Levin slammed a stone/diamond mace right in that gray face.

"Hmm. Maybe there is strength in numbers. Lots of numbers." The leather skinned giant said before hitting his symbol again - this time he chose small and many.

"Echo Echo." He said after dividing several times over. Sunder slashed at a few, but ran from the others. Danny saw this and divided into five to join him, but Winnie grew nervous when the ten Echo Echoes and five Dannys surrounded him. Jake saw this, flew down to the fuzzy one, and covered her ears.

"Ghostly Wail!" Danny shouted as he and the sound aliens slammed him with a strong sonic attack. The force caused the axe to fly off his back, but Gwen caught it with a mana whip. With the object retrieved Ben and Danny went into one, and joined her.

"I don't need an axe to finish you off." Sunder said since he was starting to get annoyed.

"Neither do we." Gwen informed him as she and Danny fired beam attacks and Echo Echo sonic wave blast. The three in one move knocked him into some crates and knocked him out again.

"That's it. I need a recharge." Ben said as the Omnitrix slipped back to recharge mode.

"Then we better get your hand back before he wakes up." Jake said even though he wanted to use Skulker as a reference since both are obsessed over their targets, but Kevin was with them. The mystic one also one a dog refference because he is known as a Retriever, but his girl frowns on those kinds of jokes, so he kept it short and sweet.

"Keep the beam fixed on Ben's arm." Kevin instructed the fellow tinkerer as they got everything ready in the garage.

"What are you doing?" Ben questioned out of concern as his enemy turned friend was holding an upgraded version of an executioner's weapon. The green jacketed one wandered if it was wrong to have more faith in a student with a laser weapon then a former thug with a classic weapon.

"This shot has to be just right." Kevin explained to the test subject.

"And if it's not?" The wolfett questioned, and automatically regretted what she just said.

"Then bits of your coach get scattered across multiple dimensions." The mineral man stated, and saw the looks of concern by all. "Don't worry. I'm pretty sure I can do this." He said to them as a means to assure them, but it didn't work.

"Pretty sure?!" Elsa questioned in alarm since she did not wish for that to happen to her coach…or to anyone. They all watched as the Plumber sized up his slice just right, but he seemed to be dragging it.

"Will you just do it already?!" Tennyson shouted out of impertinence. He raised the axe, which hit a low hanging light, which slammed a shelf of stuff.

"Oops. Sorry, my bad. I meant to do that." Levin said to them after hearing the clatter behind him. By this time Sunder had gotten up, and was walking up to them. "Okay. This time for real. I'm really gonna do it." He said while aiming the slice again.

"Don't be such a hatchling." Sibella said as she took the axe from the teen, and saw Sunder charging at them, so she slashed at the beam at hoped for the best. After a red tornado which sucked away Sunder they were all greeted with good news.

"I'm back in one piece." Ben shouted as he was grateful to see his left hand on his left arm again.

"Told you I could do it!" Kevin shouted back at the happy shouter.

"Sibella did it." Gwen said to her boyfriend.

"I'm the one who beat the bad guy…single-handed." Tennyson said with a smile since now he could joke about this adventure.

"Speaking of Sunder…where'd he go?" Danny questioned while looking around in confusion. Back in the Null Void Sunder was dealing with a new challenge.

"Give it back! I demand you give it back!" Sunder shouted to a larger version of the red/orange creature who was holding his energy axe. The other aliens cheered their friend on.


	9. Chapter 9

Ben 10: Characters and Locations are from Man of Action and Cartoon Network

American Dragon - Jake Long: Characters are from Disney

Danny Phantom: Characters are from Nickelodeon

Ghoul School: Characters are from Hanna-Barbara

Partner aid: u/2319472/Vanessa-Masters

Chapter 9

Vilgax Counter Attack

Strange red like creatures appear on the coast of Bellwood, attacking fisherman, boaters and various other beach goers. The creatures are comprised of one big mouth, latching onto people and boats causing small explosions resulting in chaos! Hearing of the incidents, Jack Fenton, his wife and daughter go to area, however calling for back-up from Max Tennyson and his helpers. In the case this is an alien attack and not a ghost attack. The Fenton are in the Fenton Motor Home, while Max and his helpers drive in the Rustbucket. Miss Grimwood and her students Morgan, and Milla coming as well, as they were with Max when they received the call. As Max and Jack speed forward in their vehicles, Morgan and Mila swim thru the water, Morgan shooting forward her arms flat to her side speeding like a bullet. When they arrive at the scene it's Bedlam, people crying in pain and fear at the assault from the creatures. "Oh my! Look at all those people!" Grimwood said as she gasped at the sight before her.

"They need our help! Kids come with me, Pamela you stay here on the Rustbucket. We don't know how dangerous those things can be." Max said to her as he headed for the door.

"Girls go help them." Grimwood said to his charges, and saw that the Plumber was about to say something so she decided to add, "It's not gonna be easy dealing with all those fishes, so don't bother to argue." He could only chuckle sheepishly before running on with the Fenton trio, his helpers, and the girls following after him.

"Let go of those people you Sushi Specials!" Maddie shouted out before firing a medium charge shot at the creatures from her cannon. The people were safe but the fish were burnt to a crisp.

'Our turn.' Jack thought as he and Jazz charged at them with the Ghost Gauntlet and Jack-O-Ninetales. Helen used her super speed to save the civilians which surprised the sparred creatures.

'This'll take care of you.' The speed creature thought as she put her fish in a grill, and went to work. Cooper in an Iron Man-like armor used finger lasers instead of palm blasts on the creatures.

'Let's try this, Chompers.' Alan thought as he raised the heat on the fish creatures until they fell off. Mezu tried a new move - red lightning eye blasts.

"I hate to do this…but y`all are just being plain rude!" Morgan shouted out at the remaining fish. She formed a water whip and cracked it at them - sending them flying which Milla stomped on as soon as they hit the ground - making a game of it.

"Try not to hit anyone!" Max shouted out to the natural Humungousaur.

"You got it, boss." Milla shouted back down at him.

"Thankfully everyone seems too hysterical to notice our strange appearances." Pierce said as he lanced three creatures with one throw.

"Too bad Elsa's not here. She would love the frightened mob working in her favor." The lizard pointed out before flicking a group of them away. Manny, Max, and Pierce freed the last of them with laser fire and quills.

"Move people. This beach is closed!" Jack shouted out, and the civilians knew of him as the father of Danny Phantom, so they followed his request. The heroes then decided to investigate one of the charred fish a bit better.

"What are these things?" Jazz questioned as she looked at the one in her hands.

"Not anything I've ever seen on the fish menu…no offense, Morgan." Danny's mother said once she realized who was in their group that might take offense to that statement.

"No, I agree, Mrs. Fenton. I am just your garden variety mutant, but I have never seen fish creatures like these in my travels." She informed them which caused them to worry since the group was hopeing she would be their fish expert.

"They definitely from Earth." Max said since he knew of all the species of fish on his native planet, and none of them fit this thing's physical appearance.

"Whatever they were we squashed these Red Herrings good!" The Tetramand shouted in praise for what they had done. As the others were either laughing at him or rolling their eyes there was one that was remembering something.

"You know…un-scorched and looking closely…these kind of look like…" The Martian began to speak but something cut her off by a large blue like Fish-Alien flying out of the water. It had fins coming out of the side of his shoulders, head and one large dorsal out of his back. His chest was fringed and sported a silver buckle near the abdomen, it had what looked like brown hair and a long nose like appendage in place of a mouth.

"By the Plumbers Code 626: You are to reveal yourself." Max said with a gun trained on the creature.

"I am, Space Mercenary Shiira, and you'll be food for the Planet Gaburi's Pirani!" The new guy said to the heroes in a serious tone.

"Ah, that's what these things are." Mezu said with eyes wide from realization before adding, "Uh-oh." The last part caught all of their attention.

"Uh-Oh? What: uh-oh? I don't like it when Plumbers or hairdressers say Uh-Oh." Maddie said to the young alien beside her. Suddenly a whole flock of Pirani fly out of the water, latching onto the poor group even Milla's toes and tail. Alan get's his leg bitten and one of Mezu's staff hands were bitten as well.

"Sweet Splitzak! That hurts!" Mezu shouted as she glared at the fish holding her hands and heard the Pyronite in training scream in pain.

"Aaah! My butt!" Jack shouted out as several swimmers gripped onto his backside.

"My head!" Pierce shouted out as one bit into his skull. One of them took a fancy to the front of Maddie's jumpsuit, but despite swatting one away with the butt of her gun another took it's place.

"Perverts!" The mother shouted since she did not like these kind of men at all, and just wanted them off of her.

"Back off!" Morgan shouted to the fish as she whips it away from Jazz. Four of the flunkies looked at the girls before walking away.

"How rude!" The red haired Fenton shouted out as she looked at her mom's plight, and realized why they fled.

'I guess even fish can be dirty.' Morgan thought as she too realized what was going on. The two then realized that the others were still under attack, and what helped with that was Manny:

"Make them stop!" He shouted out, and at that moment Max turned his gun away from his target and over to his and Grimwood's charges to shoot them off. Once that was done the group saw their target was gone, so they decided to hit the road again. Thanks to the built in TV sets they were all seeing that the Pirani have been attacking all the towns along the coast. "At this rate there's no way Max Force will be able to handle all these Pirani." Manny said as Cooper was repairing the Tetramand's mechanical hand.

"Manny you can call us Max Force all you want. It's not gonna stick." Helen pointed out while bandaging her tail.

"I'm afraid he kinda has a point." Morgan, who thought it best to stay out of the water…at least until this was taken care of, said to the others.

"He does?" The Plumbers in training questioned to her in surprise.

"Hey!" Manny shouted, offended that his friends thought very little of him.

"I mean these creatures…they are like Termites: in the way they keep on coming." The fish girl explained to the others.

"Then we'll just have to get them at the source. That's the only way to deal with them. I want all of you on patrol: Jack, Maddie can I count on the two of you to help?" Max said to the others as he continued to drive.

Of course Maxxy! You know you can count on the Fenton Family!" The Father of Danny said with a big grin; not noticing the wince from the Plumber's face at the nickname.

"Unfortunately, I haven't been able to get a hold of Danny or the others." Maddie said through their vid com link after coming out of their RV with a new suit.

"That's alright. Miss Grimwood, can you and the girls monitor things from here." Tennyson questioned to his navigator as he parked the Rustbucket on a country road.

"Of course, Max." She said back as she watched him pull a hand gun from the arm rest between them.

"All right. Let's move out." The older man said as he got out of his vehicle, and headed out. As soon as Jazz and Alan were heading off in their own direction Morgan runs up to them, grabs the fire starter's hand which caused the both of them to stop.

"What is it, Morgan?" Alan questioned since he felt the girl's hand shake, but he did not know why.

"Could you help me with something? I think it might be important to the Pirani situation." The fish girl said to the two of them. After a quick glance at one another the ghost expert and the hero in training nodded to her statement.

"All right. Lead the way." Jazz said and believed her fellow female may have a lead of some sort. The trio travel until they were on a beach in upstate Bellwood.

"So, why'd you bring us here, Morgan?" Alan questioned even though he was enjoying the ocean view to the left of him and the amazing sight before him.

"My friend is missing: she's a Shark Woman named Thera. She usually meets me at this spot. We'd chat, eat various sea life that she would bring since Shark People can eat anything." Morgan explained after frowning and twiddling her fins for a few moments.

"What are Shark People?" Miss Fenton asked since they did not sound like ghost in origin - so she was out of the loop.

"Like me except sharks can walk on land, but can't store large amount of water in their bodies like I can. So when on land they have to return to water after a day." She explained before nearly breaking down in a crying fit, but was able to continue with, "She hasn't shown up, and that was 12 hours ago." It was then the two grew concerned.

"Oh no." Jazz said as she covered her mouth out of shock.

"And with these Pirani's , you think she may have been attacked?" Alan questioned and feared that that may very well be the case.

"Yes…and there is also them." Morgan said as she pointed to the sea. It was then the two others saw what she was pointing at.

"Piranis!" Alan shouted and unconsciously fired up his arms.

"Let's follow them!" Jazz said as she pulled out a Jack-O-Ninetales. It was then that Alan realized the flaw in this plan.

"Wait!" Alan called out to stop them and held up two de-powered hands for emphasis. Danny and Miss Grimwood would never forgive me if anything happened to the two of you." He said to the girls which they already knew where this was going.

"Your gonna follow them alone?" The sea seductress questioned to the fire breather.

"Yes." He answered before powering up except for his feet since he had seen on Aladdin: fire and sand weren't really meant to meet. "That way if I don't come back, you'll definetly know something happened to me and the Shark Woman." He explained to the two of them.

"Thera." Morgan clarified for the beginner hero.

"Thera. Right. Sorry." He said before taking the Plumber's badge from his chest and tossed it to Morgan. "If I don't come back in an hour, contact the others to come right away." Alan informed the two of them.

"Just be careful. I've only got to know you for 7weeks, so I would hate for you to die for helping me without getting to know me." Morgan explained as she tried not to make it obvious that she enjoyed the company of her elemental opposite.

"Hey, you're a friend of Ben's girl. That makes you a-okay in my book." Alan said with a wink and a thumb's up before running off. This left the sea creature touched that he would do this for her because they had the same friend. Alan soon comes to a cave, curious - the Pyronite journeyed inside.

"So, this is where they are coming from is it?" Alan said as he came to a glass tube pumping Pirani into the ocean. "Vilgax!" Alan shouted after turning to face something that was overshadowing him.

"The junior Pyronite? Here?" The squid questioned aloud before attacking.

'Not this guy again.' Alan thought as he evaded the downward punch and tried a fireball to the face - which actually hit. The antagonist tried to use his ruby attack, but was countered by a wall of fire.

'He seems to have picked up a few tricks since we last met.' Vilgax thought as he unsheathed his sword and decided this weapon would be better for this fight. Alan saw the downward slash, so he quickly called up his island and dodged it before unleashing a flame from his mouth and hands to try to put the pressure on.

"Had enough yet?" Alan asked as he seemed happy that his flames weren't blown back in his face, but what alarmed him was that only the yellow shield stood there - no Vilgax. "Where did he…" He started to ask, but that was as far as he got since the villain smacked the young warrior into the sea while making a make-shift baseball bat with his sword.

"That was careless, Psyphon." Vilgax said as he went over to pick up the yellow gem to secure it back in his gauntlet. "If the Galvan learn I have been on Earth they will have me remanded to the Living Tribunal." He added to the lackey before thinking of said entity. Vilgax becomes silent at the mention of said Entity. The Living Tribunal is a virtually omnipotent entity that oversees and maintains balance in the realities that constitute the our world and all alternate universes. When a Galactic Code of Conduct is appraised by the Living Tribunal, that Code is then enforced by the Living Tribunal and you do NOT want to break the rules with that being.

"Of course my liege, we are pleased to confess that the Pirani are multiplying exponentially." Psyphon said as he tried to keep his master's mind focused on this current situation. They wander back into the cave as Shiira is dropping tiny eggs into a vat of water which leads into the tide pool that flows out to sea. "It was a brilliant idea to conquer the Planet Gaburi, my lord. As the Pirani eggs will ensure you taking over this world." The boot-licker explained to the idea guy.

"Once the Pirani kill all life on this planet. I will claim it as the desolate planet it will be." The conqueror proclaimed for all to hear.

"And in return, Lord Vilgax, you will release my world from your control?" Shiira questioned to the man even though he knew that this was a deal with the devil, but he had to try something.

"But of course. Once I have the Omnitrix, I will be able to conquer countless more worlds. Your planet will seem insignificant in comparison." Vilgax proclaimed and even though the fish man thought the comment was hurtful he wasn't going to say anything. Back outside the cave Jazz and Morgan eventually finds Alan passed out on the shore - in human form.

"Fish…fish…Pirani…cave." Alan gasped as he tossed his head to and fro. "The sea cave…the sea cave…" He muttered before sleep got to him.

"I hope he's alright." Jazz said as she felt his forehead to check if he has a fever of sorts.

"He mentioned something about a cave." Morgan stated before getting up and headed in the direction Alan did earlier. "I'm gonna go check it out." She alerted the mortal on what she was planning on doing.

"Wait!" She calls out to Morgan before adding, "But we were supposed to call the others." The fish girl heard that and knew the human was right, but at the moment she had other priorities.

"Then call them. My friend, Thena, might be in danger." Morgan said while tossing the badge and began running to the cave the Pyronite had come from. Jazz used the badge to contact the others. The ghoul on the other hand climbed the wall of the cave and could only gasp in shock at what was going on inside the stone tunnel.

"R.E.D.'s. Bring the food." Psyphon called out to his machines. Morgan see's Vilgax and Psyphon gathered around the pool, as various R.E.D. robots bring over barrels of Pirani food. Bioid Drones stand off to the side as the food is dumped in.

"What…happened?" Alan said as he awoke to see Miss Grimwood, Matches, Helper, Mezu, Milla, and Jazz leaning over him.

"Glad to see your awake." The giant said as she offered a Pinky Finger for him to use which he did to get back on his feet.

"We received Jazz's call." Miss Grimwood explained while giving him a thermos full of Toadstool Tea which he began drinking to get warmed up. "We got here because we were the closest." She added in case he was wondering how they got here before the others.

"What…where's Morgan?" The junior Heatblast questioned as he looked around and did not see the water based woman.

"She went to check out a sea cave of sorts." The sister of Danny informed the hero of that little wrinkle. Alan was so shocked that he dropped the thermos, but luckily Helper caught it before the beach could claim it.

"Why?!" He shouted at her with fury and frustration.

"You kept muttering 'Pirani…the sea cave', so she went to check it out." The red head explained further.

"But she could be in danger." Alan said to them before taking off. "Why would she do something so dangerous?" He questioned while running.

"Because she has a friend in trouble." Mezu informed causing Alan to stop and turn to face her which he was greeted by a determined look on the Martian's face. "That's how Morgan is. If a friend is in danger she's always there to help them out." The warrior of the sister planet explained.

"You're right. I'd do that too." Alan said as he looked thoughtful of the gesture and nodded in agreement.

"She's headstrong, but Morgan always thinks of others before herself. It's her most attractive quality." The headmistress explained to the young Plumber.

"It's that same reason." He started to say before running down the beach. "I have to go save her when I know she's in danger!" He added while running into battle.

"Hey! What about us?" Matches shouted out to his fellow fire starter.

"Make sure the others know where you are and come where I am when they get here." Alan shouted out as he grew more distant from the group.

"Typical boy…" Milla said with a humph as she crossed her arms.

"Yeah. I think he may have a crush on Morgan." Jazz said with a soft scoff after realizing the fire creature had it bad for the water warrior.

"I guess us ghouls just have a way with attracting alien hybrids, huh?" Mezu said as she had a good laugh over what the human had just said.

"If you say so, Mezu, Darling." Grimwood said as she held her giggles back with the back of her hand. In the cave Morgan tries to get a better peek of Vilgax, and his men until a large crab-like claw clamps onto her shoulder.

"What the…?!" The hydro heroine shouted before glancing over and saw a machine of sorts was holding her. 'I know of him: Ben spoke of a man with a crab arm, and I guess he's that guy.' She thought before worrying about the business at hand.

"Sorry, missy." He says to the snoop before adjusting his grip, and added, "No free shows. Hey boss." Krabb decided to work for Vilgax one last time just for a chance at a rematch with Ben.

"Hmm? What's going on?" Vilgax questioned as he saw his old 'friend' walking over to him.

"I found this little pretty over by the entrance." The hired gun answered back to the conqueror. He then let's her feet touch the ground, but doesn't let her go; even as she struggles to break free.

"I know you…" Vilgax says as a dark expression forms on his face as he recalls where he saw her last. "You're a friend to the female who's Tennyson's love interest." He added once he recalled where he saw her face.

"Yeah!" Morgan shouted back, and even though she wanted to attack him her arms were still bound to her sides - thanks the Krabb. "So. The last time I saw you: Ya'll were beaten and banned from Earth." The sea creature explained back to the villain.

"SILENCE!" Psyphon shouted while pointing a finger at Morgan. "You bite your tongue, Mutant! Soon…once the Pirani have finished their business Vilgax will be lord of eleven worlds." The brown noser explained to the heroine.

"Indeed." Vilgax said before raising Morgan's face to meet his own by lifting her head by the chin with his finger. "But how convenient… a meal for the Pirani." He added before snapping his fingers.

'I don't like this.' Shiira thought as he comes in holding The Shark Woman Thera, the one who once hid Neptune's Trident, and a close friend of Morgan's.

"Thera! So, you did get captured!" Morgan said before giving off a sigh. "Thank goodness…I thought the Piranis ate you." She explained her fear to her old friend, but was very grateful that wasn't the case.

"Actually…I kinda got caught eating them instead of the other way around." The shark woman explained to the youngling before her.

"Only you, Thera." The lagoon lady said and could have chuckled about what she said if it wasn't for the fear of Vilgax before her.

"Throw them in the pool." Vilgax growled to the machines. The machines obeyed their orders and proceeded to push the amphibious women into the water. Both of them pushed against the edge: desperate to avoid being plunged into the infested waters.

"What's the point of feeding us to them if they're just going to be unleashed on the world!" Morgan shouted to the conqueror while pushing against the machine behind her.

"You'll have noticed, the Piranis haven't eaten anyone yet that's because shortly after hatching is when they develop an addiction to the first thing they eat." Vilgax informed them with a sinister smile on his face. "Thus by feeding humans to them they will seek out and devour all humans on this pathetic planet, but first we'll feed them you two, so they'll take care of any threats that may come along." He finished explaining his plan, in a nutshell to the two.

"Oh! The gypsy that I ate was right!" Thera wailed before adding, "I do get eaten by my own meals!" She still tried to fight from going in, but was quickly loosing ground.

"Thera, hold on! Everything will be fine!" The lagoon woman yells back in an encouraging tone. Sadly she doubted her own words since this situation did seem hopeless. Fortunatlly the flame based one made it back to the cave, and stealthily saw what was going on.

'Not going to happen.' The Pyronite in training thought as he picked up a rock, ignited it, and chucked it at one of the robots.

"Alert: I have been damaged." The injured invention stated to the others and then feel into the pool; causing the machine to scream out in serious pain because of the pain receptors built into it.

'Now's our chance.' Thera thought before turning to face the one holding her, bit into it, tossed it into the pool, and brought her old friend back to her feet.

"Nice work, but we better rally to Alan." Morgan stated to her fellow sea lover and headed over to the one with flaming arms, but kept the rest of him civilian. The commosion got the attention of the villain that should not be there.

"So, the insignificant matchstick survived the ocean, did he?" The dominator of ten worlds questioned to the Heatblast imposter before him.

"It's gonna take a lot more than you to take me down, squid-brain?" Alan said back, and got ready for another fight. Not liking this new kid's tone Vilgax orders the others to attack him.

"A simple request, master." Psyphone said with a bow before creating an energy sword, but it couldn't get past Alan's arms.

"That's even easier." Krabbs said and fired a beam at one of the hero's legs which caused him to stumble a bit and take a knee in front of the pool.

"R.E.D.S attack!" The zebra man shouted out causing the creatures to do as asked, and attack. Sadly the moment they went over the puddle the Piranis began to eat them. As Psyphone became worried about his machines the three took that as their opportunity to run.

"Come on guys, we're almost…" Alan called to the two as they were just outside the mouth of the cave, but he accidentally triggered a sonic mine - not for destruction, but disorientation.

"There is no escape, Plumber. You and your girlfriend and her friend will die here." Vilgax said as he, Krabb, Psyphone, and Shiira stood at the mouth of the cave. The hero saw that a few elite level robots survived the infected area.

"Wrong again, Vilgax." A voice called out causing all to see a man in a jet pack that threw a few explosives that made the robots worthless. The new player landed causing all to see Max Tennyson standing tall.

"Tennyson." The conqueror said as he starred at his old foe. About that time the others arrived as well: Grimwood, Helen, Maddie, Jack, Jazz, Manny, Cooper, and Pierce. Pamela guided Thera to safety as the others went to work.

"You're mine." The fish fighter shouted out as she summoned her sword and began a little sword play with Vilgax as Max provided cover fire.

'Let's give that new electro upgrade a shot.' Krabb thought as he went toe to toe with Manny, Jack and Cooper: who were actually posing a problem. The electricity came forth from his big claw which the tech factor took it for them.

'My power is at 410 capacity? Cool.' Cooper thought as he continued to shield his two friends. With his fire on someone else they leapt over their metal friend and went to work. Jack used the ghost gauntlets to smash the claw while the Tetramand sandwiched his head and punched him with what little chin he had left.

"I have more important things to do then to fight women." Psyphon said as he continued to use his energy weapons on Maddie, Jazz, and Helen. At that moment the girls knew what to do: Jazz used the Jack-O-Ninetales on one wrist, tossed the handle to the female XLR8 who spun around him until the teather was nice and tight. Maddie finished it off by sending the tech support flying with the gun that she brought along.

'I wish there was another way.' Shiira thought as he was fighting Alan one on one and even with the two different attributes they were giving it their all. Pierce did see that the flaming one was trying, but still decided to provide some back-up.

"This isn't working." Vilgax muttered as he used his shield to defend against the water woman's sword thrusts. "Regroup." He shouted causing the villians to hobble/hop back to him. "Shiira, go see if one of the Piranis still have a fresh pallet, and bring here." He instructed with a reluctant look in his eye the water beast did so.

"Don't think so!" Alan shouted and with all his might summoned and launched his strongest flame attack into the cave. A huge flame burst into the cave forcing Vilgax, Krabb, and Psyphon to fall on their backs to avoid being scorched.

"Do not worry, Master, I am certain that one might…have…survived." The zebra alien stated but stuttered at the sight of a earth based Humungousaur emerged for the ocean, and with all her might smashed the cave in.

"Shiira, use your sonic specialty to deal with them if you want your planet." The squid headed man commanded since he knew the blue skinned creatures race did possess such an ability.

"Ye…No, I will no longer take orders from you. My planet was lost to me the moment you slain my father." Shiira shouted back to the oppressor which caused Vilgax to look at his odds: his team was either bound or nearly destroyed while the heroes were all still willing to fight.

"Very well, you have won this time, Max Tennyson." Vilgax said to his former foe before teleporting himself and two others back to his ship. Once they were gone Shiira decided to address something to them, but the senior Plumber cut him off.

"You don't have to say anything. After what you said to Vilgax it's understandable of what you did, and that's why I'd like to offer to you a chance to join the Plumbers." The gray haired man said as he offered a hand.

"I would like that. I would like that a lot." The sea creature said back and accepted the handshake; though it really was Max just shaking his fin hand.

"I will have the Galvan Commission at atmosphere generator to be build for your planet." Max informed before adding, "That way, after the Plumbers have dealt with what sentries Vilgax left on your planet. There will be no way for him to invade again." The made the fish man very happy.

"I can't tell you how grateful me and my people are: you have our eternal thanks, Magister Max Tennyson." Shiira cried, bowing his head in a grateful manner. Pamela, Maddie, Jack, and Jazz come up to pat him comfortingly on the shoulder: showing that there were no hard feelings. After a while they saw Thera resurface with freshly cooked Piranis in fin; which was done thanks to Heatblast junior's flam attack. Soon everyone was seated on the beach enjoying a nice roasted meal. Soon the sun was setting and everyone knew that it was time to go.

"We'd like to stick around and chow down with you, Thera, but we better get back home and see how everyone else is fairing." Morgan after munching down one of the fishes. With that they headed to their rides to go home, but there was a thought that still worried her. "Hey, Alan…" She started to speak, but was still nervous.

"Yeah." He answered back casually.

"What Vilgax said back there about you, your girlfriend, and friend…would you find it weird if we were…" The sea creature stopped again, so he finished for her.

"An item. I would like that…uh…that is to say - if it is alright with you." The flame maker statement came out nervous, but she understood it.

"I would like that." She answered back to put a smile on both of their faces. Smiling the two walked closer together to the Rustbucket, as the others got into the Fenton RV, and Grimwood's hearse bus. On the long way home the two sat in the Rustbucket's booth seat with the lake lady resting her head on the flamethrower's shoulder. Max and Pamela, with Matches on her shoulder, sitting up front looked back and turned smiling at each other at the young love they saw blossoming.


	10. Chapter 10

Ben 10: Characters and Locations from Man of Action and Cartoon Network

American Dragon - Jake Long: Characters are from Disney

Danny Phantom: Characters are from Nickelodeon

Ghoul School: Characters are from Hannah-Barabara

Partner aid: u/2319472/Vanessa-Masters

Darkwing Duck: Reference from Disney

BJD Alien Force

If all else fails

With all that has happened with the ghouls, plumbers, and their friends Max decided for some of them to go have an old fashioned camping trip. Elsa was driving the ghoul bus with some of her sisters inside. Kevin drove his car with Gwen by his side, and Max took the Rust Bucket with Pamela as his navigator. Ben and Sibella were there too, but in the back - enjoying some one on one time. "Could you make that stuff?" Ben questioned as he for some reason was remembering the Darkwing Duck episode - Malice's Restaurant.

"You mean: Fricassee of Toad, Lizard Gizzard, Fried Slug Knuckles, Adam's Apple Pie?" The purple skinned one questioned back since she knew what he was asking about since she was thinking the same thing.

"Yep. Except for that toad dish it all sounds, and looked good." Ben said back to her while rubbing his stomach out of hunger.

"Why does Fricassee of Toad not appeal to you, Benji?" Sibella questioned since she wondered if that part of the episode offended Ben in any way.

"Well…I try to avoid eating anything that resembles something I've turned into." The young hero commented back and even though Upchuck didn't really looked like a frog/toad it was the tongue that made him seemed frog/toad like.

"Well, it's been a while…" Sibella started to say, but stalled to lean in close to him and trail her finger down his chest in a seductive manner before adding, "But for you I could whip up some of that pie and Fried Slug Knuckles although I will need some pig Adams apples." The hero thought it over and knew what to say.

"I'm sure grandpa has some then we could share that delicious pie." He said while wagging his eyebrows at her which caused the Dhampir to laugh and plant a nice, long kiss on his lips. "Wow! Actually, if you kiss me like that I may not need to eat anything sweet." He informed her which she liked to hear. The conversation did not go unheard.

'Reminds me of how I was with Verdona and Xylene.' Max thought and decided to give them whatever they needed for those dishes, but later since they had arrived at their destination.

"Alright, let's get to cooking." Kevin said the moment he was out of his car. After a bit of teamwork the group had everything set up, and cooking.

"The fresh air, the setting sun, the bugs buzzing about. It's so wonderful I feel like…" Winnie started to speak, but stopped to make a howl. The others just looked at the young werewolf calmly since she has done this before, but they became a bit on guard when howls were returning her cry. "Hey! That sounds like my cousin Lupin!" She shouted as she recalled the howl. The elder Plumber chuckled at that and continued to grill his meat.

"What do you have there, Miss Grimwood?" Mezu asked after seeing the headmaster with a grocery bag in her arms.

"Just some specialties for the grill." Grimwood answered back before looking at the griller and asked, "That is: if Mr. Tennyson doesn't mind sharing the grill." He heard her and didn't mind the notion one bit.

"Not at all, and you can call me Max." The red shirted man stated as he continued to focus on his meat.

"Very well, but only if you call me Pamela." The older woman stated back to him. The gun-slinger nodded back and felt honored that she would let him call her by her first name. "Terrific. Helper?" She stated and questioned. With that the hand spirit floated over to the bag, grabbed a few devil-wiener dogs which started yelping in pain the moment they touched the metal frame.

'Down boys!' Helper thought while slapping the dogs with a spatula until they were knocked out. 'Much better.' He thought ounce they had been silenced.

"Where do you buy stuff like that?" The grey haired Tennyson questioned as he wasn't weirded out in the least of the dogs due to all his time with alien grub.

"Buy? Nonsense. I grow and make my own food." The leader of the finishing school explained back to him.

"A woman after my own heart. I raise the slugs for my special roast myself. He then began to talk about one of his old war stories - as an obvious way to impress Grimwood. Elsa stood around, her neck bolts sparking as various insects got zapped by them as Alan Started a small campfire for s'mores, Mezu unscrewed the lids on various condiments far away from the flame, while Jake went Dragon form to gather firewood with Winnie, as Danny and Phanty flew around in the air in front of the pale Moon

Kevin decided to go to his girl who was with the mummy and the sea monster as they were making ghoul-aid.

"Having fun?" Gwen questioned to her mater manipulating mate.

"Pros of camping - fresh air and barbecue burgers. Cons of camp outs - Grandpa Max's old Plumber stories we've heard ten times over." Kevin commented before taking a cup of red punch. "What flavor is 'red' anyways?" He questioned to Tannis with a curious look on his face.

"Don't try to think about it too hard. I'd be more focused on Mr. Tennyson. Weren't you going to ask him about your dad?" Morgan asked her fellow alien after picking up some plates and walking over to the grill.

"You said you were going to tell a story about my dad." Levin stated as he walked over with Morgan to the grill, and was about to snatch one but was denied by Helper.

'How would you like to be branded with a hot spatula.' Helper thought after his first strike, and wasn't afraid to do it again.

"You know a story is like barbequing squid…can't rush either." Max explained to the young hero as he took time to press one of the burgers with his spatula.

'Man speaks the truth.' The white hand thought after hearing what the elder had to say about food.

"Squid?" Kevin questioned with a paling face even though the others couldn't tell due to his…condition. "I thought those were burgers." He confessed to the group since he did not know the ways of Grimwood or Tennyson.

"That would explain the tentacles." Ben stated after getting in close to inspect the burgers but stepped back for nearly being bitten by another one of Grimwood's foods.

"Careful, Ben!" Pamela shouted as Helper smacked the other burgers down for what they had done. "They have to be completely barbequed before they can be bitten, without biting back." She explained to the coach before her.

'Ogre-burgers?' Kevin thought as he saw a Ziploc bag in the trash and read what was in red marker before becoming ill again.

"I'll have the ogre-burgers, Mr. Tennyson." The fish girls said to the cook before adding, "No offense, but I try not to eat anything that could be family." He was okay with that since it was a legit reason. An Earthquake starts to shake them which causes the flyers to take to the air, Grimwood to anchor down with Max, Helper to help Morgan, and Milla scooped up the rest and kept them off the ground.

"Milla, was that your stomach?" Mezu questioned as she crawled to the edge of her friend's hand and looked the dino right in the eye.

"No!" She shouted while looking around frantically while accidentally admitting one thing. "I snacked on some of Sibella's Bat-bercue chips earlier." The reptile could not believe that she just said that out loud.

"Aha! I knew someone ate them!" The Dhampir shouted while pointing an accusing finger at the guilty party since she was wanting some of those chips after they stopped to set up shop.

"Well, that was weird." Danny stated after seeing that the earth had calmed down.

"But very exciting, darling!" Phantasma shouted out before hysterically laughing about what just happened. Unknown to the heroes was that something was brewing because of the Earthquake.

"Awake." A Highbreed, deep in the earth, said as he walked out of his pod before going over to his console. "Station log - my hibernation pod has opened. That means the unthinkable has occurred - the war is lost. I must complete my final mission." He stated while activating his end game order.

"Zap! One shot took down the three of them. Now, all I had to worry about was the bomb. But time was running out." Max informed them as he handed Kevin a couple of dogs.

"These are regular hot dogs, right?" The transformed teen questioned as his former foe walked up beside him to inspect.

"I see teeth and a tongue through the Mustard. Is that okay?" The brown haired one informed and questioned to his friend even though he already knew the answer. At that moment Max and Pamela felt…off.

"I thought you two liked weird food." Kevin commented while tossing the dogs to the ground, but Winnie saw this and wolfed them down before tending to her headmaster. The others gathered around since they were worried about the elders as well.

"The deed is done." The Highbreed stated as he pressed a small red button which had an unusual affect on any humans in the camping area. The metal pain was so great that the two knocked over the grill and collapsed on the ground.

"Grandpa/Miss Grimwood? Grandpa/Miss Grimwood!" Sibella and Ben shouted out of worry and then again in alarm. The group stayed with them until they came to.

"Mister Tennyson, are you all right?" Alan asked with concern in his voice.

"Oh my…" Miss Grimwood moaned as she was lifted to her feet by Helper and Elsa.

"Yeah. Sure." Max muttered while rubbing the back of his sore head.

"Are you sure you two are okay?" Morgan questioned as Kevin and Ben helped the Plumber back to his feet.

"We're fine. Thanks." Max informed the fish girl with a dismissive hand wave.

"Just got a little dizzy for a second." Grimwood explained to her students, coaches, and family to try to calm them down. "So, let's not worry about a little case of dizziness, and focus settle this rumbling in our tummies.

"We sorta can't." Jake stated to the headmaster who seemed confused from his comment.

"You two dumped the whole grill." Alan explained while pointing to the object in question.

"Don't you remember?" Gwen questioned her grandfather as a way to make sure he was alright.

"That was the last of my ground squid, too." Max informed them.

"Along with my ogre-burgers." Pamela stated and seemed disappointed that the others wouldn't get the chance to try one. "It took me about a year for the best butcher around to have an opening for me." She explained to the others.

"I've got some hamburger meat in the freezer, though." Max informed that he did have a back-up meat source. "I guess we could eat that." He added and was disappointed that he had to go back to basic, Earth, food for one night.

"Well, you know, if we're out of squid and ogre, what can we do?" Kevin said not even trying to hide his joy over not having to eat those strange burgers.

"Why do you not seem so upset about it." The little fish maiden quipped. An eye ridge raised at Kevin's nonchalant attitude. Levin shrugged with a grin giving a rougish wink in her direction causing her to scoff while rolling her eyes and smiling. The others decided to go back to what they were doing. Grandpa, and friend said as they tried to tend to the grill, but entered into a trance which caused the two to say:

"Drone seeds located and activated. Command-and-control sequence activated. Commencing command code self-test." After saying that the two knocked over the grill that they just put up.

"Wasn't hungry, anyway?" Kevin informed in a sad tone after seeing the cooking device fall for the second time. This again got the other's attention and they decided to investigate again.

"Grandpa!" Ben shouted out which snapped them out of their funk and turned to face the kids.

"Wh-what?" The elderly man questioned his grandson after turning to face him.

"It happened again." Gwen informed the both of them.

"Maybe we should get you two looked at." Sibella offered since she did not want anything bad to happen to her mother figure.

"There's no need, Sibella. We're fine. Look." Grimwood stated and the two showed that there was nothing wrong at all, but the others weren't buying it.

"Tell you what - let's get some sleep, and if Pamela and I are still acting goofy in the morning, we'll see someone about it then." Max offered to the new generation of heroes who after a few moments nodded in acceptance.

"Good night, Miss. Grimwood." The ghouls said as they went with the others to get ready for some rest even though most were active at night, but shrugged away instincts for the night - to be with their lovers.

'Something about their behavior seems familiar, but I'm not sure why.' Danny thought as he phased into his sleeping bag. None of them knew of the strange purple roots slowly growing on their chaperons necks.

'Must go. Must get to others.' The two oldest thought as they sat up and went to a vehicle despite the lizard girl that curled herself around them. None of them noticed their departure, and continued their blissful sleep.

"I'll get the chow. Last time those two made Breakfast we had scrambled eggs, eyeballs, and sewer tea." Kevin said in a half asleep voice, but after not hearing a defensive comment from the two in question he glanced over his shoulder and saw two empty sleeping bags and no ghoul bus or Rust Bucket.

"Uh…hey, Tennyson, Gwen, guys? Wakey-wakey." He said to the two and just like him they saw the missing people and the missing vehicles.

"Where's the Rust Bucket?" Ben questioned while looking at the gap between Milla's head and the tip of her tail.

"Where's the ghoul bus?" Elsa questioned since she did not see the other object.

"Where's Grandpa Max?" The mana manipulator questioned since she could not see him anywhere near by.

"And Miss Grimwood?" The lizard questioned after realizing that someone was gone from her circle, and felt bad that they left while she was acting as a guard.

"Yeah, that's why I didn't let you sleep in." The alien Metamorpho stated to the others as he sat up in his bag.

"Gwen, can you get a fix on them?" Danny asked as he went into Phantom form since he had a gut feeling that it was going to be needed.

"Got them. They're headed West." The Anodite stated to them after scanning the auras and found them easily.

"Then so are we." Ben instructed to the others which caused all to stand, and most go into the only car available.

"No dinner last night, no breakfast this morning. What, are we on a diet?" Kevin said as he slowly followed after them.

"Hey, I'm a little more upset then you are about food!" Sibella snapped as she rolled long, leather gloves up her arms while opening an umbrella over her head. "Only half vampire, but still vulnerable to the sun and my SPF 1,000,000,000,000 is on the ghoul bus. Without it, I'll singe worse than a tapestry to an angry mobster's torch!" She shouted after suiting up and headed for the car. With that said the group headed off with Milla slowly stomping behind them. The controlled duo had by now gotten out of their vehicles and joined up with four others.

"Seedling 4, reporting present." Grimwood informed as she walked over.

"Seedling 3, reporting present." Max informed as he followed after her.

"Seedling 2, reporting present." A fellow camper informed as he stopped in the group of purple plant people.

"5 of 91 seedlings present. Sufficient animal biomass for fail-safe activation." Max informed the creature that was pulling his strings.

"Excellent. Activating final stage." The Highbreed stated after walking from the screen and activated the machine which sent several red vines from the earth and bound the plant people. As a dome was formed around them the heroes made it to the scene.

"We go off-road from here." Gwen stated after double checking grandpa's location. After double checking with his girl Kevin changed from muscle car to small monster truck, and once they got there all were a little alarmed over what they saw.

"What is that thing?" Jake, in dragon form, questioned since he had never seen anything like that in the magical community.

"I don't know, but that's grandpa Max and Miss Grimwood inside." Gwen informed them as she went with one final check and was a bit alarmed that they seemed to be in trouble of sorts.

"You know, I'm all for them getting together…but this may be a bit much." The junior Pyronite said to the others.

"They won't be together for long." Tennyson pointed out as he decided to join J and D in the hero department by using the Omnitrix.

"Spidermonkey!" The blue monkey shouted out after the green glow. He walked over to the others, and had an idea what to do. "I think I can cut this thing open." He informed them, and was about to do so until a voice called out to them.

"Come no closer to the seed pod, inferior filth." A familiar white themed giant ordered them while walking over with a gun in hand.

"A Highbreed?" Gwen questioned since she did not see this coming. At the very least she was expecting something like that giant mushroom brain like the one Wildvine fought, but not an ally alien.

"Mezu, weren't the Highbreed those Elitest, faciest, raciest aliens that tried to exterminate all life in the universe?" Winnie asked the Martian.

"Pretty much, but I thought they made peace with the humans and other space races." Mezu answered back, but scratched the back of her head out of confusion.

"Lighten up, will ya? The wars over." Kevin informed the Highbreed before them, and saw no harm at all in this situation.

"Perhaps, but our defeat will bring you nothing but sorrow, vermin." The giant said back to them with his gun trained on the invaders.

"Better turn that gun the other way, pal, or your in big trouble." The wolf girl shouted out with a snarl.

"I'm getting my grandpa, and employer our of there." The space simian declared to their opponent. "I'd step aside if I were you." He added and charged, but was blown away. "Ugh!" He groaned in pain.

"Are you alright, Benji?" Dhampir questioned after flying down to him who answered to concerned one back with four thumbs-up. Seeing the down hero angered the mineral man a bit.

"No one smacks him around, but me." Kevin said to the attacker before charging in with the dragon helping him out. The tried close combat with mace hand and razor sharp claws, but they were easily smacked out of the fight.

"Our turn." Danny said as he, Gwen, and Phantasma fired a group energy blast to take out his gun - which worked. The three then tried to pull him in closer, but their opponent grabbed the energy stream and snapped it back to them.

'Gwen.' Kevin thought out of concern before rushing to her side. About this time Ben climbed out his hole with the aid of Sibella and came up with a new plan.

"Let's try attacking him all together. That includes you Milla." Spidermonkey said to them which all of them seemed okay with that. The Highbreed warrior watched the attackers get close to him, surrounding him, but before any of them could do anything the ground began to shake once again.

'It's sinking.' Danny thought as he, and the others, watched as the bubble sink and in its place stood a earth based, Highbreed Titan which for some reason caused a stream of blue mist to escape his mouth. 'Odd. I know that thing is not a ghost.' The Amity Park apparition watched as it walked away.

"What is that thing?" Ben said after climbing a small mountain of dirt, and watched the new arrival walk off somewhere.

"The end to the human infestation. The end of our war." The warrior explained to them and for some reason this guy was reminding Jake of a Pre-Avatar series character for some reason.

"Don't you watch the news. The war's over." Kevin informed since he did not like this ill informed beast at all. Milla walked over to the side of Levin's car.

"Nobody's fighting no one. Except for Danny and Kevin, but that's sort of expected by now." Milla said to the white themed creature.

"We're friends now." Gwen said as she slid down the small mountain to join the others gathered at the bottom.

"Look, it's eight in the morning. We're hungry. Sibella is simmering like a hot dog in the sun." Danny started to say before the lady in question spoke.

"I'm good." She shouted seated on the steps of the ghoul bus having Mezu apply the sun town lotion on her skin.

"And your infuring our good friend and emplyer into a giant dirt clod." The male spirited shouted at the tall being before him.

"Can we go back to the end of the human infestation part?" Ben questioned politely and prayed that this guy would at least gloat about this weapon.

"You are doomed." He said flatly to them.

"Well, that's a big help." The American Dragon commented in a sarcastic tone.

"Don't think so. You're going to tell me how to stop that thing, or I'm gonna have to hurt you." The space simian proclaimed before the watch decided to power down right then and there.

"Oh, figures. Stupid Omnitrix." Ben groaned as he decided to mess with his watch again - to see if it would start up early for him.

"Okay…." Jake said as he looked at Ben before looking at the Highbreed and added, "Either let them go or I'll sick my girlfriend on you." He prayed she was okay with that crack.

"I'd be offended if I didn't want to REALLY take a bite out of him, right now." Winnie said as she bared her fangs on the smaller giant.

"I don't have time to toy with an inferior." The Highbreed stated as he opened up his wings. "I go now to watch the end of your pitiful species." He stated before flying away, and while that was going on Milla helped Kevin get his car back to all four wheels due to the titans appearance the battlefield was severely changed.

"Come on. We'll follow it in my car." He informed the others since he wanted to stop that thing fast, so he could eat.

"Forget the car. I have a better idea." Ben informed after hearing that his watch was fully charged and ready for another go. He dialed in his titan, but received the wrong one.

"Way Big!" The tan skinned giant shouted before looking at his skin tone causing him to add, "Oh man! Humungousaur. I wonder if the Omnitrix is still under warranty." With that those that could fly - did, the others went with Kevin, and the lizards simply ran after it.

"Let's do it, boss." Milla said as she and he leapt up and tried to grapple it down, but that only ended with them being dragged as it walked.

"It barely even knows we're here." Ben informed as the car came up right beside them. The others heard him, but it was the young spell caster that knew of a plan.

"Maybe I can get it's attention." She stated before summoning a wall of mana which the beast simply walked through it. Kevin evaded the shattered pieces of the shield while staying in pursuit. "So not my day." She stated after seeing her idea go all to pieces.

"It just needs a good pruning." Kevin said to his girl before activating his auto-track feature along with auto-brakes before launching from the sunroof and started to slice at the tree branches on his back. Danny and Jake aided him with flame and plasma blasts, but he didn't even glance at them. "Usually I'm murder on house plants." Levin stated after hearing the titan still walk away.

"The problem is Grandpa Max and Miss Grimwood are inside that thing along with a lot of other people, and we don't want to hurt any of them." Morgan said as she watched the Highbreed beast walk on.

"So far. Not really a problem." Alan said back to her while sitting on his chunk of flying earth. The lizards then decided to go with plan B - go in front and grind it to a halt.

"Good job, you two. Keep him there, and I'll try to look for a weak spot." Gwen said as she used her mana platforms to get up to him, but as soon as the heroine got there the titan swung his arm which sent her flying.

'I got ya.' Ben thought as he leapt up after her, caught his cousin, set her down, and powered down to human form. Milla on the other hand simply ran after them which caused the creature to continue on his way.

"We've tried going easy. We've tried going hard. Now what?" The dragon questioned since he had no idea what their other options were since both moves failed miserably.

"We don't know enough of that thing to stop it." Ben informed the others which caused an idea to form in the hero of heroes head. "But maybe there's someone who does. Slow it down. I'll be back as soon as I can. Come on Ship." Ben said to them before whistling which caused Kevin's black/purple bumper to ooze off and turn into the dog.

"Huh? Wonder how long Ship's been there?" Alan questioned as he looked to Elsa who dove her hands into the earth, and threw her version of an big hammer at the plant - with no success.

"Ship." The creature said as it wagged his tail. The Upgrade junior transformed to spaceship form and took flight. This only left the others concerned to what he was planning.

"Would be nice if he let us in on the plan every once in a while." Levin said as he watched his former foe take flight before feeling his feet leave the ground. He then saw Gwen grapple him and slingshot him at the creature.

"Let's try another combo attack." Danny declared after seeing Kevin's mace attacks did nothing to the titan. He tried his Arctic Ghostly Wail, Mezu tried her staff, Jake tried his classic flame, and when simply tried projectile attacks. The team had to flee because the titan was unharmed.

"I was trying something." Gwen said when Kevin gave her a look once she was back on the ground. Before they knew it several military land vehicles came driving by: ignoring the monsters and focused on the titan.

"Weapons ready." The leader of the group said on his communicator.

"Don't! There are people inside that thing." Elsa said to the leader and prayed that he wasn't after her like the mob was with Frankenteen Senior.

"Please, know that we only want to help those people, and don't wish to be caught and disected." Mezu quipped while hiding behind Jake from the Military Men as Martians never had a good standing with their kind.

"I'm sorry about that, but that's Twin mason Nuclear Plant. You understand if we don't stop it?" The leader said to them, but before they could try a retort he went on with his mission. "Fire. Full power. Bring that bogey down." He said causing the troops to give it a barrage attack of missiles with zero effect. The creature that summoned it, saw the poor attempt, and decided to do something about that.

"Idiotic cattle. You cannot hope to succeed." The summoner informed them calmly despite the guns pointed right at him.

"Suppose we make you how to stop it." Levin ordered as he waked over to him, and grabbed the Highbreed's wrist which got him angry.

"Unhand me, vermin!" The Highbreed said and threw the Metamorphed man away. Milla easily caught him and gently placed the Plumber back on the ground. "A lower life form cannot force me to do anything.' The summoner explained to the others.

"No, but I can." Another white giant with a green arm said as he walked out of a landed purple/black space craft.

"Who are you?" The sleeper demanded.

"He's Reinrassic the third, seventh son of the Noble Highbreed House of Derazza, direct descendant of the Pure Blooded High Order of Rarsect. And personal friend of mine." Ben said while looking up at his Highbreed friend.

"Wow, your Ben sure does get around, Sibella." Phanty said with a giggle and the Dhampir nodded her head in agreement.

"I am the Highbreed Supreme." Reinrassic informed of his new role in life, but the sleeper did not believe him.

"Impossible. You are impure. Look at your hand." The summoner informed which the other knew that he had a point, but also knew how to prove his identity.

"Yes. Look at it." The Supreme demanded while showing off a marking when he became the Highbreed leader.

"You wear the Imperial Seal? My apologies, Highbreed Supreme." The summoner stated as he knelt before him out of honor. "Then our people have not been exterminated." He added and realized that he made a grave error in doing what he had done.

"Clearly." Reinrassic stated calmly since he knew the sleeper did what he was programmed to do when they sent him underground.

"But…but I was only to be awakened if we lost the war." The sleeper informed since none of this was making any sense to him.

"The war has ended, and it was settled peacefully. Thanks to Ben Ben Tennyson." Supreme informed while motioning over to his good friend.

"Peace? With the humans? Then what awakened be from hibernation?" The summoner stated since he still wished to know about that much.

"Maybe it was that earthquake from earlier. It sure was potent." Sibella suggested to the others who considered she may have point, but there was a bigger problem to handle.

"Whatever the cause your orders are clear. Shut down that weapon." Supreme issued while motioning to the titan that was still walking to its destination.

"Supreme One, I would deactivate it if I could, but once a fail-safe sprouts nothing can stop it." The summoner informed them which no one liked the timber of that one bit.

"Are you telling us you guys built that thing with an on switch but forgot to put in an off switch?" Danny questioned as he was doing his best not to panic after hearing that.

"No offense, darling, but what good is a fail-safe if you can turn it off?" The female phantom questioned to her lover which the others knew that she had a good point.

"We implanted post hypnotic seeds in several dozen humans who had been our prisoners. Those seeds were to be activated and the fail-safe process started only upon our demise." Reiny informed all that were there of that particular end game idea.

"When on Earth…or off Earth did Miss Grimwood get kidnapped by aliens?" Jake questioned since she would have told the three that much.

"I did hear about her being missing a week before we got to the school, but she never said where she went." The wolfett said to the dragon.

"So, what's it gonna do: stomp us all to death? No offense Milla." Kevin suggested and apologized once remembering about the lizard with them.

"No. The fail-safe needs a large power source to prime its destructive energies." The summoner explained to the heroes.

"And when it does?" Mezu questioned even though she really didn't want to know the answer to that.

"It will explode and the resulting fallout will destroy your planet within minutes." The summoner explained to them which caused all to double time it to try and stop this weapon.

"Oh, great! I save the world from a giant asteroid and now a bomb is gonna blow it up?!" Danny shouted and felt insulted that his big victory will be meaningless in a few moments.

"Kinda like saving the pumpkin for the baker, right darling." Phanty said to the white haired male.

"We're not just gonna stand here while the bustle sprout that walks like a man nuke us, are we?" Kevin questioned once Ship got up in front of the end game item.

"No, but fighting it head on hasn't worked." Ben informed his old friend of Plan A didn't work or Plan B, so they needed some form of Plan C.

"So, who said head on?" Gwen said to the multi-hero which caught everyone's attention. "All plants produces gases in some way, right? So, this one must have some form of exhaust port." Gwen explained what she meant to them.

"And if we can find it, we can climb inside, and destroy it from there." The woman werewolf howled back since she understood the red head's plan.

"Really? We're gonna climb up its exhaust port?" Levin questioned even though he knew they meant butt.

"Crud, but yes." Morgan said to Levin since she knew what he was thinking.

"Some of us will climb, but the others will fly." Ben said as he headed for the open door, and slammed down the Omnitrix.

"Jetray!" He shouted out and took off. After a bit of searching they found what they needed, informed the others, and set off for this new plan.

"If any of you tell anyone about this…" The material man stated but was cut off by the shape shifter.

"Trust me. It's our secret." He said while holding his nose in his human form.

"What do you think will happen if I lit this tunnel on fire?" Jake questioned the others as he clawed his way up the wall.

"Then you'll lose our cuddle time for a week, Scales." Winnie questioned as she rode piggy back on the American Dragon. Eventually the team got out of the hole and were on a foot path of sorts.

"These are like veins, and we're in it's circulatory system…or something." Tennyson said to the others while resting his hand on the vein as they walked along.

"Very terrible Benji, but let me go deeper. The little ones carry fluids while the big ones converge Carbon Dioxide for Oxygen." The daughter of Darkness explained to the others which impressed Gwen, but given what she drinks she wasn't that surprised that she knew such info.

"Then lets just get to the heart or brain of this thing and shut it down." Danny informed the others as he was not liking the vibes from this thing one bit.

"Good plan, Danny, but I don't think they'll let us." Gwen said before pointing at the headless Highbreed coming at them.

"If this is a body then we are the germs." The green jacketed one said to the others since he knew how much the Highbreed used to like staying clean.

"So it sent antibodies to stop us." Morgan said as she summoned her aqua sword, and got ready for battle. Ben did the same by transforming into a classic.

"Diamondhead!" The crystal man shouted out before going with a barrage attack twice; not only did the creature take the hits, but it also bound the rock in finger vines.

"Benji!" The daughter of the count shouted and tried to aid him, but as she did that the others tried group effort with the same result. Flame and physical attacks from Winnie, Kevin, and Jake which ended in their capture to energy attacks from Phantasma, Danny, and Gwen which ended the same as well.

'Still got a foot.' The Crystal-sapian thought as he was being forced into a pod that they came from, but they forgot a limb. The mineral kicked the creature which tore the wire out of its back when it was in the air.

"Are you alright, Benji?" Sibella, who stayed in mist form during the grab part, asked after reforming and staying near her lover.

"Yeah, I'm…" Diamondhead started to speak but watched as the creature that was trying to tie him up turned into one of the humans they saw earlier.

"What did you do?" Levin asked since he did not see this coming at all.

"They're all attached to the walls by these vines - like umbilical cords." Gwen said as she looked at one of the white blood cells backs.

"Or power cords." Kevin muttered after realizing that this thing was a machine as well as a plant. The hero tip-toed over to one of them, and gave off a hard shoulder charge.

"Cut `em." Diamondhead ordered to them and they followed that out. Once the others were back to normal, and the group didn't see Miss Grimwood or Grandpa Max among them - they kept looking.

"Grandpa!" Gwen shouted once they found their targets.

"This is horrible! The fail-safe is using them as its brain." Winnie howled out after they climbed up to the platform, but one of them spotted something even worse.

"More than that…" Danny said before pointing at the green glowing walls and face formed on the purple brain. "That's Undergrowth." He explained to the others which only confused his girl, so he went deeper into detail. "Remember? I had told you the story of gaining my ice powers: he was the first ghost I defeated with them." She recalled such a talk, but she had other things on her mind.

"Sorry, darling." Phanty said before giving him a kiss on the cheek and floated to Miss Grimwood. "I sorta stopped listening after you asked me out." She explained to him with a big smile on her face.

"Well, he was the plant poltergeist who used humans as hybrid warriors." Phantom explained to them since no one was there when it happened.

"Well, how did he wind up here?" The fang heroine questioned while looking at the third part of the brain.

"I don't know…the last time I saw him was when the Entire Earth's ghosts got together to phase the earth itself." Danny explained to the others as he went into a thinking pose - trying to figure what happened to him since then.

"Maybe it attracted the Highbreed's attention and they captured him to make use of his powers." The young Anodite guessed to the others.

"Well…" Jake started to say before flying up and knocking on the ghost's head with his left knuckle. "If your gonna make a fail-safe a plant ghost is certainly the way to go." He said before flying back down to the others.

"That's death for the dead." Phantasma stated with a shudder since she never liked to think of this fate for a ghost type.

"Yeah…Kitty and Johnny told me if our ghost energy is dispersed. It's pretty much the end for us." Danny explained and recalled going more white then his hair after hearing that.

"How awful." Mezu said below a whisper.

"He may not have been a fav of mine, but to…do…this…these…Highbreed were worse than I originally thought." Danny said with his face easily showing how much he hated the white giants.

"Well, they've definitely improved I can assure you all of that, but right now we got to get them out of here." Diamondhead informed the others before pointing to the two that they were trying to save.

"Miss Grimwood?" Sibella said as she and the other ghouls gathered around the headmasters side of the back to back seats.

"Miss Grimwood, you've got to snap out of it!" Phantasma shouted out to her mother figure since she did not want her to share in Undergrowth's fate. Outside the titan Milla, Elsa, Alan, the two Highbreed, and the military watched as it reached its target, and went to work.

'I have to make this right.' The summoner thought before flying off. Back at the brain the group was still trying to fix things.

"Grandpa, you and Miss Grimwood are the only ones who can stop this thing." The crystal explained as he cupped the elder's face in his hands.

"Focus on our voices." Sibella aided to her elder. At first it seemed to have worked, but the vines around them coiled tighter and stopped their protest.

"The power of love isn't gonna cut it, here." Levin said as he saw the futile struggle from the two, and knew that this plan wasn't going to work.

"Then let's do some cutting of our own." Jake said as he extended his claws just a bit. With that Diamondhead summoned a wrist blade, and Sibella grew her fingernails, but after they struck the vines the two gaped in horror as they grew back instantly.

"They're regenerating too quickly by cutting them." Sibella informed the others. Gwen, Danny, and Phantasma tried energy attacks while Jake used flame, Winnie started to gnaw on it, and Kevin stuck to pulling at them: but it all ended the same way.

"This isn't working." Jake said as he stopped the flame, but still heard a gnawing sound, so he looked down and saw a familiar sight. "Wonder Wolf stop chewing on that you don't know where it's been." He instructed to his girlfriend.

"Ahem, sorry Scales - force of habit." The fuzzy one said after spitting out the thing she was chewing on. Danny wanted to try phasing them free, but he did not know if Undergrowth prevented that, so he left that option out.

"Any housing I ever get will have desert landscaping - no plants." Kevin said after trying his ripping method a third time with no success.

"I'm sure there are a few homes on Mars up for grabs that is…if you don't mind the sound of bikers in the morning, noon, and night." Mezu offered after hearing the Osmosian's comment.

"Of course! Why didn't I think of it before?!" Diamondhead announced after hearing the one word that reminded him what they were up against.

"Buying a house?" Sibella questioned as she already could picture her perfect nightmare house right then and there. Ben changed back to human and realized what she had just said.

"No…Well…maybe in a few years. I mean, we're fighting a giant plant, and I've got an alien that controls plants." Ben explained while sifting through his options.

"This…thing is gonna destroy the planet, it's understandable it would slip your mind." Winnie explained back as she recalled the few times that her dad forgot about the spare keys when they were locked out of their house during the monthly angry mob.

"Swampfire!" The marsh themed man shouted out after Ben slammed down the Omnitrix dial.

"You seriously think you can control all of this?" Danny questioned since it took everything his former foe had to bring the humans to that location, so he had little faith the human shaped plant could do any better.

"Probably not, but I should be able to cut the connection to Grandpa Max and Miss Grimwood." The alien said as he walked over to the two and gently placed a hands on Max's face. Swampfire showed the weapon that the war was over, so it let go of them which caused them to fall in the children's arms.

"Have I told this story before?" Max questioned after muttering the rest of one of his old war stories before standing on his own two feet. Everyone cheered that they had their elders back, and everyone was cheering because the titan stopped its mission.

"Guys, look." Alan shouted while pointing to the falling figure and worried for Morgan's safety. Back inside the others got their footing, but knew that they had to flee, and fast.

"There's no brain telling this thing to stand anymore?!" Swampfire shouted in alarm as he held Sibella since she tripped over her own feet.

"If we are inside when this thing falls over…" Gwen stated, but was both too afraid to finish her comment, and was interrupted.

"You have a bigger problem." The summoner said to them as he walked over to the command chair.

"Here to finish the job, huh?" Levin asked before summoning a sword since he was preparing for a fight.

"As a matter of fact, insect. That is precisely why I'm here." The summoner replied to them.

"We'll fight you." BJD said as one.

"You understand nothing. My orders were to destroy you so I unleashed this weapon. Now my orders are to stop it, and so I shall." The summoner explained as he put the command module onto his own head.

"But, if you stay here you'll…" Grimwoord tried to reason with him, but was cut off.

"All the more reason for you to retrieve the other humans and leave this place." The sleeper commanded to them.

"GO!" Undergrowth shouted as best as he could as he poured what little strength he had left to aid the sleeper in dealing with this weapon. With no other choice the guys all fled. Outside everyone saw the titan stand up and collapse beside the Nuclear Plant.

"Morgan/ Miss Grimwood/ Ben Ben Tennyson." The friends to the heroes shouted after seeing the titan's destruction.

"Is just fine and so are we. Thanks for asking." Kevin shouted out since he felt very annoyed that he wasn't mentioned. Gwen powered down her bubble as Reiny walked over to them.

"You okay, Miss Grimwood/grandpa." The lizard girl and the hero of heroes asked since they were concerned about what just happened.

"We are. Good work, kids." Max said before spotting the elemental opposites enjoying a gentle hug with one another.

"Yes, Ben Ben Tennyson, you have once again done well." The Supreme stated as he was happy about what his friend had done.

"Not that well." Danny said and added, "The other Highbreed and my former foe Undergrowth was in there. They were the ones who saved the power plant." Reiny heard and acknowledged this with a respectful comment before getting weird on them.

"I'm glad this could all be avoided, now you can go back to mating with your female Ben Ben Tennyson." He commented as they walked away from the plant.

"Whoa! Reiny, that's…" Ben started to say as a blush formed on his face before glancing at the lady in question who was using her long purple hair to shield how embarrassed she was of that comment. "I mean…we're not…we haven't…" Ben stuttered even after finding his tongue.

"I apologize, have I offended you in some way? I assumed from the attention you gave her, closeness and pheromone production she was your mate." Supreme replied back which caused Kevin to laugh, but the laughter was ended due to an elbow from the ghoul strength factor.

"Oh Goodness, no! Wa ha ha ha ha! Sibella and Ben are in love sure, but they haven't…" The female phantom informed just to laugh loudly for a bit before adding, "Done The "Vlad Impalement Dance" Yet. AHAHA!" Her laughter became so bad that she had to grip her stomach.

"And how would you know?" Gwen questioned and wondered if this sector was just an all out perv or what?

"I like to phase through the walls at night, I've heard Ben come into your room every night for the past week, and if the Monster under your bed hasn't run out screaming yet. Ha ha ha!" Phanty shouted and laughed before cackling about it. "Then either he has nerves of steel, or as I correctly assume from the lack of squeaking bed-springs, you've not reached that horrible Hurdle." She added once her cackling died down.

"As always, Phanty, you sure know how to take a awkward situation and make it...Well...I don't know, crazier?" The fish girl explained after letting out a watery sigh. The Anodite decided to clear up what the daughter to the phantom was getting at.

"At any rate…" She started to say before glaring at Phantasma, but finished with, "They're together, but not together-together if that makes sense." Supreme thought about it for a while before replying something back to her.

"Hmm, mostly. These Earth customs are so confusing." The white giant decided not to worry about this right now.

"Well, never mind. The World is safe, Kevin won't have to move to Mars, the amount of awkwardness has been reached..." Danny said, listing off the good points.

"And I learned that if a mosquito bites Sibella it falls down dead." Tanis remarked, earning a look from everyone. But the attention was soon drawn back to the highbreed.

"Before you go, you're certain there aren't any 'more' of those...fail-safe weapons...right?" The headmistress questioned since she did not wish to deal with anything like that again.

"I am most certain that…" Supreme started to speak, but paused for a bit before adding, "Urr…just to be safe, I will go over the records." The others got worried after hearing that, but had faith that Reiny would come through for them.

"One things for certain, kids." Max started to speak to them causing all to pay attention to what he had to say. "This whole thing had gotten me off my veggies." He explained to them which they all groaned over what he said.

"Welcome back, Mr. Tennyson." Sibella said as she placed a kiss on the grandfather of her lover. The group said their good-byes to Reiny, enjoyed what little of a camping trip they had left, and then headed for home.


	11. Chapter 11

Ben 10: Characters and Locations are from Man of Action and Cartoon Network

American Dragon - Jake Long: Characters are from Disney

Danny Phantom: Characters are from Nickelodeon

Ghoul School: Characters are from Hannah-Barabara

Partner aid, and can also be found: u/2319472/Vanessa-Masters

BJD Alien Force

In Charm's way

The heroes and daughters decided to have a day at the beach which was mostly them just relaxing in the sand and enjoying the fact that there was no immediate danger to be had. Sadly, there was one that was not enjoying himself all that much. "Ugh!" Kevin commented once he was hit in the head with a Volleyball.

"Hey, can we have our ball back?" A youngster questioned to the teen before him.

"Sure, kid." The raven haired teen said back before purposefully popping it, and added, "Here ya go." The boy caught his deflated ball, glared at the popper, and then walked off. The boy's female friend rasberried the teen before following her friend.

"Nice, Kevin, what's next: kicking puppies?" Ben questioned to the former foe beside him.

"Watch it!" The American Dragon shouted while giving Kevin a warning glare. I got me a girl who could be the future Mac-Drag's Puppy Mama!" He announced to them which made the girl in question slightly embarrassed.

"This was Ben's idea, so why don't you just lay off, so we can mind our own business. Like Ben working on his Ben-tan." Kevin answered back with a sneering tone.

"Sure. I'll work on my Ben-tan, Jake will play Frisbee, Danny and Phanty will phase through the sand looking for treasure, and YOU LIGHTEN UP." Ben offered to the mutated one.

"No body's the boss of me. Remember that." Kevin said to the wielder of the Omnitrix with a glare on his face.

"Please, lighten up." Gwen offered to Kevin as she looked up from her magazine to give her boyfriend a beseeching expression.

Okay, Gwen." He said back to her with a cheerful tone. Sibella leaned against Ben and the two of them chuckle at what just happened to Kevin. "What? What are you thinking?" He questioned while looking at Ben's smiling expression.

"Just then when you said that, I swore I could hear a whipping sound, but we're not at the rodeo." Sibella explained while giving the Plumber an amused glare while resting her head on her Benji's shoulder.

"Don't you have a village to suck dry or something?" Levin stated to her in an annoyed tone.

"I could've sworn that is what she did to Ben." Jake mutters to Winnie who begins slapping his arm frantically even though she did like her lover's crude joke, and chuckled about it. Sibella heard all this despite her human disguise and grew bright red with embarrassment which she tried to hide with her hair causing Ben to look at her in a confused way.

"Look." Gwen said to cut into the laughter before adding, "Can one of you guys get me a water?" This offer caused Kevin and Ben met one another's eyes and did a game of rock, paper, scissors,

"1...2...3..." The two shouted and threw down their options which Ben won, but before he could leave they all saw a stone warrior come onto the shore. The rumbling caused the treasure seekers to come topside to see what was going on.

"Of all the times for Morgan to be out with her new friend. We could sure use a water fighter." Danny said before shouting out, "Going…already ghost!" The hero corrected himself because he was still in hero mode. The ghouls glanced around and saw that all the civilians were gone so they took on their true appearances as the others got ready for a fight.

"Gwen, darling: how about a three layer barrier?" Phanty questioned to the other two who nodded in agreement, and with that the constructed three layers of protection which he walked passed them all.

"That's new." Phantom said as he didn't see any damage to their walls in the slightest. Without hesitation Gwen threw a two mana spheres which one didn't do a thing while the second one was deflected to Kevin.

"Great." The mutated hero said as he saw the holo feature to the mask deactivated once it was damaged by the mana ball.

"Sorry." Gwen apologized before seeing her cousin taking matters into his own hands.

"Goop? I wanted Way Big." The multi-talented one said after transforming into the goo-ball with thumbs.

'I'll take him on.' Kevin thought out of anger as he attacked with a metal sledgehammer and a stone club: both failed miserably as the opponent grabbed him and slammed the teen into the sand.

'Yeah, that was effective.' Ben thought before rushing over to him and rested on the creature's back. "Hey! Sibella, check it out - Acid Rock!" The hero called out after using the acid factor of his current alien to harm the stone man.

"Benji, look out!" The dhampir shouted out to the hero before her.

"No offense, Sibella, but your worry too much. Or just enough…" Goop said before seeing what she and Gwen were seeing - a purple cyclone heading right for him. The liquid based hero fled from the stone warrior until he was safely away from the cyclone.

"Magic vortex? Nice work, mana master." Jake said after landing back in human form since the vortex took their opponent away.

"It wasn't me." The female Tennyson said as she went over to Kevin to see if he was alright. When the absorber surfaced from the sand he saw the boy from earlier looking right at him.

"What are you looking at?" Kevin questioned and wondered how good of a jaw this guy has - to see if it can survive a stone punch.

"It's okay. I totally get why you busted my beach ball. You're a super hero who's really a monster. Guys like you are always mean." The kid said before racing off, and Levin knew that the kid was comparing him to the strongest one there is.

"Why, you!" Kevin shouted before hearing someone place their hand on his shoulder.

"It's okay, Kevin, it's okay." Gwen said in a soothing tone to her lover. He looked at her and felt his anger reach its limit for the moment.

"No, it's not." He said to her before raising to his feet. The others heard the tone, and decided to see what this led up to.

"I don't know how to help you." The mana manipulator said back to him since she had a feeling that his anger had to do with what he is.

"Why is that a surprise? You don't know how to do much of anything." Kevin said to her which caused the two spirits to step back a few feet since they had a feeling that what he said will not go over very well.

"What did you say?!" She shouted back to him since it sounded as though he was blaming her for something, and she wanted to know what.

"I didn't ask you for any help!" He shouted back to her with rage in his voice. "I'm going to go fix my ID mask." He informed them while walking off with the item in hand. As he did so, and the others were watching him leave there was one that was watching the whole thing.

"Well, well, my pets, Gwen Tennyson has a boyfriend, but he's not happy. Hmm? Perhaps sending you to destroy her was too simple of a revenge. After all she stole my spell book. The least I can do is steal something important to her." A silver haired woman explained before changing the picture to show Kevin fixing his gear beside Burger Shack. "There he is." She added before setting her new plan into action.

'Finally, some food.' Kevin thought as he got his usual, and was about to eat it where he repaired his mask, until something hit him. "Ow! Figures. Did someone paint a target on my head or…" He said after getting hit in the head again, and picked up the ball, but trailed when he saw a pair of legs walk up to him.

"I'm sorry. It just slipped out of my hand. I'm such a goof." The blonde haired woman before him said as she explained herself to him.

"No, uh, it's okay." Kevin said to the new girl before standing up, and walked over to her.

"I'm Carolyn. Let me buy you another burger." The new face said to him as she reclaimed her ball.

"Kevin, and don't worry about it. I wasn't really hungry." He said back to her before walking off. She didn't like how he snubbed her so the woman tried a different tactic - car talk.

"Small block V-8. 300 horsepower, and what: nitros tank for after burners?" The girl said which she really did know this stuff since she did find such info fascinating.

"Liquid oxygen." He said back to her in a stunned tone. "I like to go fast." He explained before adding, "You into cars?" This was a factor of a woman he had never heard of before, so it shocked him a little.

"I can be in yours if you ask me nice." The blonde said back to him in a semi-seductive tone. He liked the idea, and after doing so he sped through town while enjoying the speed rush and the new company. "Corner's like a dream. Is there anything this car can't do?" The woman stated and questioned to the driver.

"It's not submersible, but I'm working on it." Kevin answered back casually to the new passenger.

"Okay." The secret silver seductress answered back because that was one thing she believed a car should not do. They stopped at a four-way intercetion, but as Levin waited for the light to change he saw that a boy, who was playing a Gameboy Micro, was about to become pavement past; until something happened.

"How did I/he do that?' Kevin and the boy thought as he was moved from the semi's path, and then placed back on the ground with some sort of aura surrounding him.

"We should talk." The blonde said to the driver since she really did not want that boy to be harmed, but at the same time she didn't want to expose who she was this soon.

"Ya think." He answered back and headed to the beach since he knew it had to have been deserted by now making it the perfect place to talk. As he drove the passenger used this time to come up with the best cover story in her opinion.

"I've been doing magic all my life. Always had a knack for it. Kevin, promise you won't tell anyone. If people knew the real me it would scare them." She said to the hero before her as she held his hand for emotional effect.

"I can relate." The hero answered back to her.

"You sure can." She answered back before yanking off his mask.

"How did you…" Kevin started to question as he saw his ID mask fall to the sand.

"I know things. Like I know the real you. It's not some mask. It's not even this. It's inside you that matters." The woman said to him while slowly angling closer to his face, but he decided to put a stop to that.

"Look, I'm kinda seeing someone." He said while gently putting his hands on her shoulders to stop her advance. It was then the hidden villain decided to put her plan into action.

"She'll never know." The blonde answered back with her voice in a seductive whisper. It was tempting, but he had to remain faithful to his lady friend.

"I would and she would too. You think you could do magic? She's made of magic." He informed her which secretly struck a nerve to the lady before him.

'That would explain how she was able to learn my spell book so quickly back in Mount Rushmore.' Charmcaster thought before adding aloud, "Made of magic? If she is so powerful, this girlfriend of yours, how come she hasn't found a way to change you back? Maybe she figures as long as you're a monster no other girl will be interested. If I were your girlfriend I would be working day and night to cure you." She said to him and saw that her words were slowly working on him.

"So, how I look is important." He said back since he thought that she was lying to him, and had every intention to race to his car, and leave her behind: should this be a trap of sorts.

"Not to me." She whispered before giving the mineral man a kiss on his stone lips and as seen by a familiar green clothed Marvel villain he became entranced after that contact. As all this was going on the other heroes were just hanging out in Gwen's front yard.

"This is ridiculous - I should never have listened to you. I should be coping Kevin for what has happened to him." The mama manipulator said to her cousin as the two watched Jake and Danny toss around a ecto enfused fireball back and fourth as their ladies watched with them.

"Cope. Shmope." Ben said back as he was chugging down a smoothie that his delicate dhampir made for him.

"Wow, can't argue with that logic." Gwen said back and wondered why he was taking this so calmly.

"I believe Benji is a bit jealous because that bad boy Kevin has no hero limit while the Omnitrix does, and it gives him the right hero only half the time." Sibella informed the cousin to her lover as she floated beside him while sitting Indian style.

"Exactly, and it keeps timing out right when I need it the most. Kevin should just stop his complaining." Ben said while casting a grateful smile to his lover to his right.

"He's not complaining. He just has a lot on his mind." The red head answered back not knowing that it was the exact opposite with her soul mate.

"Your mind is a blank." Charmcaster instructed to her new minion after dumping her disguise, and summoned a rock creature to join them.

"Totally." Kevin said back to her in a completely robotic tone.

"You will bring Gwen Tennyson to the planetarium at midnight." She instructed which he nodded in response. "Taking her boyfriend was just the warm-up. There, I will use the full power of concentrated moonlight, siphoned through a mystical field, to steal her very essence. By the time I'm done, there will be nothing left of her." Charmcaster said, mostly to her older rock warrior, but the new one was listening in.

"She probably won't show up when I tell her that." Levin explained to her in his still robotic tone of voice.

"Don't tell her, you simpleton!" The evil spell caster shouted out to him in anger.

"Hey, give me a break. My mind's a blank." He answered back which further frustrated her.

"Ugh! Just bring her. Talk her into it. Make an excuse. Force her, if you have to. Here…" Charmcaster explained to him slowly before summoning a necklace around his neck.

"And if Ben tries to stop me?" Kevin questioned and wanted to know about his former foe while not bringing back up the other heroes.

"Destroy him." She answered back simply as if the former felon should already know that much.

"`Kay." He answered back before slowly walking away to get into his car to set his leader's plan into action. All the while the silver haired maiden felt pretty sure that this plan was going to work. By this time the dragon and ghost decided to just chill in human form while listening to the cousin's talk about the late arrival.

"Trust me, Gwen. Give him some time on his own, and he'll feel better." Ben said after slurping down the last bit of his fifth smoothie that Sibella made for him.

"Maybe you're right. I'll see you tomorrow." Gwen said after believing that her cousin may have a point. She then walked over to the door which got the hero of heroes attention.

"Aw, come on. It's still early yet." Tennyson said to his cousin even though he did not mind another nocturnal flight with his girl, but he also wanted to spend some time with his cousin as well.

"I have to hit the books every night." She said back and prayed that he would understand why she was doing.

"Does it have to be 'every' every night?" The shape-shifter questioned to her.

"What he means is - maybe a new pair of eyes could help?" Danny offered to her as he tried to save his 'brother' from angering the mana controller. Before she could answer either of them a familiar car drove into the driveway along with a familiar driving coming out of it.

"Well, here comes Mr. Wonderful Personality." Sibella grumbled as she landed on her feet.

"Couldn't fix the I.D. Mask?" Gwen asked since he was walking about in his natural form as he quickly walked over to the Tennyson duo.

"I don't need it." Kevin said back to the others and the ghouls could clearly hear the robotic tone in his voice, but decided to see if their boyfriend's recognized the familiar tone. Them having been mind controlled themselves by a spider-witch.

"There you go. That's the right idea!" Ben congratulated to the idea of being himself with the other two looking at the mutated man rather oddly. The third alien simply ignored the praise and decided to focus on his mission.

"Gwen, you should come with me." He said to her which confused the girlfriend greatly.

"What? Why?" Gwen asked since this sudden ask out was not his style at all.

"We could…go out to a stock-car race." Levin offered to his lady since that was the first thing his dead head could come up with.

"I don't like racing." She answered back and was certain that she told him that back on their first date.

"I do! Can I ride shotgun for a change. Man, I bet I could be a race driver." Ben shouted excitedly to his best friend with a grand smile on his face before making racing car noises.

"I do too! I'll just fly there, and besides Morph don't you already have a land speed hero." Jake shouted out with an even bigger grin, but his second part to his explanation went unheard by his fellow gym teacher since he was too far gone of playing pretend.

"He's still strange, Sibella." Phantasma explained with a cackle to her bat-friend.

"True. But he is cute." The purple woman answered back to her friend.

"Well, I, don't. You two can go with him - all those engine noises really is a bother to listen to." The female werewolf explained to him while covering her ears for emphasis.

"Have a good time." Gwen said back since she thought that this was the end of the conversation, but she was stopped before going inside. "Kevin!" The spell caster of good shouted when his stone hand took a firm hold of her right wrist.

"I meant to say, we should go on patrol, you and me." Kevin tried to convince her to go where his mistress wanted her to go.

"Since when do we -." The red head was about to question until the wielder of the Omnitrix stopped her.

"Awesome! We could drive around and look for crimes to stop - bank robberies, train robberies, grave robberies…robberies! We should totally go on patrol!" Ben said since he was now lost in thought of old school heroics.

"Kevin, let go of my arm." Gwen instructed since she could feel his grip tightening on her wrist.

"You need to come with me. We're going to the planetarium." He answered back in a monotone voice.

"Something's really off with Kevin." Winnie shouted to the others while growling at the sight before them.

"Really? Besides 'what' exactly." The dhampir questioned while pointing out the alien's new body.

"What's wrong with you?" Gwen questioned since this really didn't seem like her lover at all. Sibella was about to do something until she saw her boyfriend race over to stand between them and the car.

'Good, so he noticed that something is right here.' The winged woman thought and waited for something beautiful to happen.

"The planetarium? I love the planetarium - laser shows, rock music like our grandparents listened to. Let's go!" He shouted with joy before he was picked up and flung to the trashcans by Kevin.

"Benji!" Sibella shouted in alarm before flying over to him to see if he was alright.

"Dragon up!" Jake shouted since the situation was about to get worse.

"Going ghost!" Danny shouted out since he was thinking the same thing as his leather skinned chum.

"Kevin, put me down!" Gwen shouted as she was lifted off of the ground and placed on his shoulder.

"We're going to the planetarium. Have to be there by midnight." He instructed again to the lady pounding on his left shoulder like an upset toddler often does.

"Kevin, I don't want to hurt you!" The girlfriend shouted to her boyfriend, and she did mean her comment. There were a few that weren't feeling the love right now.

"That makes one of us." The gym teachers said as one as they stood shoulder to shoulder.

"Time for Humongousaur!" Ben shouted out as he activated his device on the chosen creature, but his device had other plans.

"Diamondhead? Fine, I can work with this." The boulder said once the glowed dyed down and all he saw was the Petrosapian body. Kevin ignored the trio, and focused on his mission - getting Gwen to the planetarium until a stone obelisk blocked his path causing him to turn about, drop his hostage, and charge.

'We're ready." Jake shouted as he saw Kevin shape-shift his hands into a masheti and a stone club.

"Huh? Now he's running through my shields. What is going on?" Gwen thought aloud after the barrier she summoned to protect the three was easily walked through. Right from the get go the dragon and spirit could see that it was a fight between former rivals.

'Someone's lost his fighting skills.' Jake thought as he watched him destroy Ben's arm shield only for Ben to counter with a shoulder charge.

'This isn't his usual fighting style.' Ben thought as he grabbed the sword arm and then got clubbed in the face with the stone arm. "That all you got?" Diamondhead questioned to his opponent. Kevin tried a stronger hit which caused some distance between them causing Ben to form a crystal path ending with another diamond obelisk that he ran right into.

"Good thing the watch didn't time out then.' Sibella thought as the boulder tried and failed at a belly flop since Kevin rolled out of the way which he then grabbed the boulder's neck and was ready to run him threw.

"My turn." Danny thought as he fired ecto-blasts at him which Gwen backed up with mana-spheres which they both did nothing.

"Time to turn up the heat." Jake announced and used his flame as well, and to prove that they weren't harming them Kevin walked through the fired and the energy barrage with ease.

'He's not stopping.' Ben thought once he realized that Kevin let him go to get back to Gwen, so he decided to trap him in a diamond prison as he did to another creature.

'Must get free. Must get Gwen to Planetarium.' Kevin thought out of anger as he struggled free. Diamondhead saw his prison was beginning to break, so he led Gwen a few feet away.

"Plenty more where that…" The boulder started to speak, but powered down before he could finish.

"Can't you give a guy a little warning next time." Ben shouted to his watch before he was grabbed by Kevin again.

"Sibella, get that charm he's wearing around his neck." Gwen instructed to her cousin's love since she saw it glow seconds before the shattered stronghold. Sibella flew forward and lightning quick, ripped the charm off Kevin's neck. Just as he had Ben pinned to a tree with his forearm. Ben kicked his leg's out, struggling to free himself as Kevin looked around confused. Before dropping Ben and gettign pinned to the tree by Gwen.

"Um, someone want to explain why I'm pinned to a tree?" Kevin questioned as he looked at his friends for a clue of why he was mana slammed to an Oak. After releasing him the group went over to Kevin's car and decided to hear what he had to say.

"Her name was Carolyn?" Ben questioned to the former entranced enforcer.

"Yeah, silver haired girl. Had magical powers." Kevin answered back of the clips he could remember.

"Charmcaster - it has to be." Gwen said even though she really didn't wish to meet up with her trademark foe.

"We haven't seen her since we were kids, and she's obviously looking for some payback." Ben said as he recalled the last they saw of her was back in Mount Rushmore.

"Is she cute?" Danny questioned aloud before getting smacked by Phantasma and Ben after they said:

"Dude/Darling." Out of anger and shock. Danny shrugged and smiled sheepishly at the two.

"More than cute - hot." Kevin answered the spirit while forgetting the anger to the spector for that one moment.

"Kevin!" Gwen shouted as she could not believe her lover of saying such a thing.

"I-I remember we were talkin." Kevin said as he was trying to get back on the subject of stopping this woman.

"About what?" His girl questioned even though there was still plenty of anger in her voice.

"Stuff, you know. It's all kind of blurry after she kissed me." The material man said back causing BJD to face smack themselves for what Levin just said.

"She kissed you?" Gwen questioned with her anger surging back stronger. It was then Kevin realized his blunder, but knew there was nothing else he could do about it.

"Yeeeeeeeaaah…I didn't mean to tell you that part." Alien Metamorpho said back while rubbing the back of his head out of embarrassment.

'Always knew that boy's mouth would be his undoing.' Jake thought while shaking his head in disappointment.

"Really?" She questioned as she walked over to the front passenger side door which the path was clear when Ben went hero again and sunk the stone back into the Earth.

"That was a dumb thing to say." Ben pointed out with Danny and Jake also looking at him with a, 'that really wasn't smart' facial expression.

"Can't argue with you there." The absorber said back and knew that they were right to put this kind of blame on him. By now Gwen was standing by the passenger door, and decided to get the events underway.

"She wanted be at the Planetarium by midnight?" The female Tennyson questioned with a calm tone since she was a little more clear headed, but she still wanted to pound that silver haired home wrecker into a pulp.

"Yeah. So?" The pioneer said back even though he was not like where this was going.

"So, let's be there." The red head answered back.

"I hate to be the ray of hope, but it has to be a trap, Gwen." Sibella informed the fellow female fighter since this strategy seemed so obvious.

"Bring it on." She answered back before getting in the car and just sat there. Knowing that she was not going to be talked out of this Jake put Winnie on his back and took to the air with Danny and Phantasma right behind him. They all could tell that Gwen was DEAD set on getting back at Charmcaster for moving in on HER man.

"Since your watch still needs time I'll stall with you, Benji." The dhampir explained before transforming into bat form and rested on his shoulder. As they drove/flew to their destination their opponent of the day was watching the whole thing.

"One minute to midnight. Perfect timing. Let's give them a rocky reception." Charmcaster said to her two stone soldiers who took off walking. As they continued on their way Levin was still trying to get himself out of the doghouse.

"It's not like I was kissing her…much. It was like 80 percent her kissing me." He said before parking the vehicle.

"You really need to keep quiet now." Gwen instructed before they departed the vehicle, and as soon as they did the two rock soldiers came roaring out at them.

"Why don't you two listen to my number one hit." Danny offered before inhaling sharply and sent out a ghostly wail, but even with the attack going they still walked through it. Gwen tried her luck with projectile attacks but they just kept on coming.

"She's got them charmed against energy attacks. Phantasma, Danny, and I are useless here." Gwen commented after seeing that her attacks weren't doing a thing. So, instead of filling up space on the battlefield she mana stepped over the guards and rushed into the building.

"Danny, back her up. Phantasma - eye in the sky." Ben ordered after leaping away from a hammer punch from one of the stone men.

"Wow. This Chamrcaster was ready for anything we got." Jake tisked. "If only she used her management skills for good." Winnie could only face-palm of how corny that sounded. Phantom and Anodite made it inside, and started looking for their foe, but said target helped them with that.

"Gwen Tennyson, I've been waiting five years to say this - I love what you've done with your hair." Charmcaster called out before attacking which was easily deflected.

"You've stalked her for five years, and that is the first thing you have to say…kinda creepy." Danny admitted as he floated alongside the heroine. His words went unheard and the two started a tug-of-war match with beams of magic.

'This plan will be even sweeter if I can get his powers too.' Charmcaster thought before backing away and taking a knee. Danny could feel that this was a trap, but also knew that this was Gwen's fight, so he stayed silent and hoped she would catch on.

"Your losing Charmcaster." Gwen bellowed before the two warriors of good took a couple inches closer and that was when they were caught in some sort of strange light.

"Overconfident much? You figured with no ruins on the floor, no access to moonlight - I couldn't possibly trap you." The silver haired one commented and it was then the three saw the open roof and the moonlight shining in.

'This can't be good.' The heroes thought before feeling their other half start to leave them in a very painful way.

"Well, you were wrong. And the fun's just beginning." She said while walking closer to the heroes which one fell to all fours while the other took a knee. Back outside the daughter to the Phantom felt him in danger, but she had her orders - watch the fight.

'I'm sorry darling, but I must watch after my ghouls.' Phanty thought before looking down on the battlefield.

"Guys, the Omnitrix is still on the fritz." Tennyson shouted to the others which they were having their own problems.

"Kinda busy." Levin said after getting slammed onto the parking lot, but was able to get free and started hitting him with the metal sledgehammer. It worked for a time until he was forced back down.

'Gotta back him up.' The American Dragon thought as he watched the fight from the sky, and decided to try something. After landing right behind the rock man the dragon took hold of him and did a suplex move.

"Hold him still, lizard boy." Levin shouted out before pounding on the bound figure. The ghouls were having a rough time with their foe since claw moves weren't working, and they couldn't keep dodging him forever.

'That just might work.' Ben thought as he saw a potential item to use. "Yo, Rock-puke." The hero of heroes shouted out causing the ghoul attacker to turn and face him. "Come and get some." He stated with a two finger taunt which he bought it, and they watched the warrior in green roll out of the way and the stone warrior lose his head.

"Rotten trick, Benji." Sibella said happily before seeing that he was pointing at the building which they saw a purple/green light coming from inside of it. Within the Planetarium the spirit and the mana expert were starting to really loose their other selves.

"Kevin wasn't kidding. You're filled with mana." Charmcaster exclaimed as she started the draining process, and watched with joy and the Phantom half of Fenton flowed in with the magic. "It's so unfair. I worked my butt of for my power, and you were born made of magic. Well, I can control magic which means I can control you, and what nature gives - I can take away." Charmcaster explained to the two fallen before porting away.

'So much for that plan sticking.' Ben thought before running away from the warrior of rock who just put his head back on. The other got out of the suplex attack and was having a mercy fight with Kevin as the scaly one tried burning him with an airborne flamethrower.

"Leave them you useless piles of rock. They no longer matter." Charmcaster instructed to the two of hers. They heard this and walked over to her which left the heroes wandering one thing.

"Where's Gwen/Danny?!" The female specter and absorber shouted at the female before them.

"They're all yours. Your perfect for each other - all of you powerless to stop me." The vile woman shouted before porting away with an evil cackle. As soon as they left the heroes rushed in to check out the damage.

"Are you okay?" Ben questioned his cousin and fellow couch after they got back to their feet.

"She took all of my power. How do you think I am?" Gwen questioned and the others could tell that she was not digging the powerlessness right now.

"Um, weak?" The Omnitrix bearer offered to her before getting elbow bumped by the dhampir. "What? She asked." He said to her in his own defense.

"Same with ghost mode, guys, but that doesn't mean I haven't given up the fight just yet." Danny said as he was being hugged by his girlfriend who was just grateful that he was still alive.

"I deserve this. I was too angry." Gwen admitted to them which caused another to speak up.

"I can see how she could make you…" Kevin tried to comfort her, but was shot down in an instant.

"I was angry with you?!" She shouted back which didn't seem to add up with the accused.

"Wait. Me?" He offered to her, and wanted to know why considering he did apologize for all that he had done back at Gwen's place.

"No! I mean: yes, a little. I mean…why were you even hanging out with her?" The Anodite in training offered to him to truly explain himself, and he was praying that she didn't ask that.

"Because I thought she liked me." He admitted even though he knew that she was going to take it the wrong way.

"And I don't?" The female of this pairing questioned with her anger rising.

"If you liked me so much how come you haven't bothered to find a way to change me back?" Levin questioned to her since all he wanted was to be fully human again.

"Dude." The dragon and the shape-shifter muttered under their breath since they knew that such a thing was a touchy subject with the red-head.

"Ohohoho-No." Phanty chuckled in mild horror, not looking forward to Gwen's blow out

"After all, as long as I'm a monster, no other girl would want me. Right?" The mutated teen offered to his 'girlfriend' since he did remember that much of his conversation with Charmcaster.

"We are not having this conversation. We are going after Charmcaster - I have a plan." The brains of the trio said before walking to the door.

"Hold up. How do we know…" The Osmosian offered to them, but was shut down by the man in red.

"Come on, Mineral Man, time's a wastin." Long offered as he followed the others out of the building.

"I don't think so. Not this time." Levin said before walking to the other exit. As they were walking Danny pulled out his cellphone, and decided call a friend.

"Hey, we're going to need some emotional support at Mr. Smoothies, and bring the item." The former spirit holder said before hanging up, and as they all gathered at the spot to just relax and enjoy one anothers company the odd man out had a meeting to get to. Levin stood on the roof of a building, turning as her heard the mystical chime of one porting near him.

"See. No tricks: just like I said." He offered to the one that just ported onto the roof he was on.

"You can't trick me, Kevin. I can see everything that you do." Charmcaster informed before adding, "Now what do you want?" He decided to put her comment to the test with his game plan.

"Okay, I totally get that you were just using me to get at Gwen, but the stuff you said…it made sense. So, I was hoping we could…you know." Levin offered to her as he closed the gap between them.

"You're asking me out?" She offered back and was genuinely surprised since no one has ever done that to her before. "I don't date the good guys." She said since the spell weaver could see that she missed her chance to be with Ben.

"I'm not a good guy. I just help Ben so I can hang out with his cousin, but if she really doesn't like me. What's the point? Even with the tiny bit of power she has left…" He informed and it was the last part that interested his talking buddy.

"Wait. She has power left. I thought I drained her dry." The neice of one of Ben's great foes said as she could have sworn she felt nothing left.

"No, you drained all of Danny's power, but Gwen still has a little left; not enough that actually matters." Levin said back as he tried to see if she was buying into his plan.

"Any power she has left belongs to me." The silver haired one demanded before going with another plan against the heroes.

"That Kevin Levin really freshens up my day!" Sibella shouted in anger causing the mana manipulator to look at her with a confused look.

"They're the rotten food type rather than the fresh type." Jake explained to her, and hoped that his explanation made sense.

"Don't let it get to you, dear. I think it's just difficult for Kevin to get through this." Miss Grimwood stated as she tried to keep everyone there nice and calm.

"Him. I'm the one always getting grief for apparently being "The Cause" of it." Danny said as he used air quotes over 'the cause' to emphasize his point. "Maybe now without my powers we can hang out without the hate." He added after taking sip of his blueberry smoothie.

"I just wish I could help him…I feel so helpless." Gwen said with a defeated tone to the others.

"It's not your fault you can't help him." The hidden dragon said while trying to keep the heroine's spirits up.

"Scales is right." Winnie said before howling, but switched it to coughing once she saw all the humans staring at her, and realized that she was in a human disguise of her own. "If Kevin can't understand that then it's his own problem." She added since she wanted to keep this conversation going.

"Ben, do you have anything to add?" The headmistress said once she realized the shape-shifter hasn't said anything since he got his smoothie. He looked at all of them and then made a big belch.

'Very moving.' Helper thought as he heard that long belch.

"How do you keep all those Mr. Smoothie's down?" Jake questioned since that was all the hero drank while they were at the finishing school all the way up to this moment.

"Years of practice." Tennyson said with a smile, and at that moment a flash of light appeared beside them, and it was Charmcaster.

"Enjoy it, Ben. It's your last." Charmcaster said with two stone warriors behind her and Kevin right beside her with his arms crossed.

"Well, she just threatened Benji." The daughter of darkness hissed while floating above the ground before adding, "She just made my list - right next to garlic." The opponent was unmoved by those words in the slightest.

"Lucky me. I'm being insulted by a half-breed." Charmcaster commented to the speaker which did not sit well with the changeling.

"Hey! Better watch it: girl or not no one gets away from insulting my angle of the night." Ben said while glaring at the lady before them.

"Oh, Ben, you wound me. I'll be sure to return the favor! But first thing's first…" She called out before focusing some magic into her eyes and saw: Ms. Grimwood, Helper, Gwen, Danny, and Ben in green. Sibella was a deep blue. Winnie was a silver. Phanty was a bright green, and a glowing red for the dragon. "Wait…she doesn't have any powers left." She shouted to Kevin out of anger.

"Oh yeah. I was lying." Levin answered back to her with a satisfied smile since he was able to trick her.

"Well, I'm telling the truth: I'M GOING TO DESTROY YOU ALL!" Charmcaster shouted at them win a fuming tone of voice. Her new plan was to absorb the power of the American Dragon and after killing Gwen she would go after Ben and take his watch, but first thing's first. "Aktume!" She shouted and possessed an SUV which charged at it's target.

"Kevin!" Ben shouted out of alarm as he saw his best friend be dragged away.

"And that's not all - aktume eradico." Charmcaster said before firing a beam that brought the Mr. Smoothie figure to life which excited Ben.

"As much as I would love to handle this. I know someone would love this more. Milla." Ben said to a customer that didn't flee when the car drove off on it's own, and after hearing her name deactivated the human spell and stood beside Ben at full size.

"What's up. Coach?" The lizard woman questioned while looking down at him.

"I know your mother may have issues of you having sweets this late in the day, but knock yourself out." Tennyson said as he pointed to the big drink before them which caused the beverage to whimper and the lizard to smile.

"You got it!" She bellowed before going after the drink, caught it with ease, and started to drink away. As he was watching this with Sibella right beside him Gwen was evading the rock men with ease, and Danny decided to claim what was his.

"Hate to do this, but give me my powers back." The Amity Park apparition shouted as he tried swinging a silver colored club, but she simply phased out of the way.

"And what do you hope to accomplish - I have your ghost powers, or have you forgotten." Charmcaster stated before firing a shot at his feet which he jumped out of the way, but he lost his weapon.

"Actually, I didn't, and that's why this plan is just so fun." Fenton explained which she did not understand until the villain looked at the club and saw that it was a ghost based weapon. A whack upside the head from Miss Grimwood's purse knocked Charmcaster aside, allowing Pamela Grimwood to catch the bat and point it toward Chamrcaster.

"Don't mess with my employee." Ms. Grimwood warned before pushing down on the step which caused the doors on the club to open. It was then Charmcaster felt her body being drawn into the device.

"I can easily handle this." She shouted to the hero and after a small chant she de-fused from the spirit which caused only Phantom to be sucked it. Again her plan failed as the head mistress yanked the club to her, and then tossed it to Danny.

"Welcome back, old friend." Danny said when Phantom was freed from the machine, and he became one with his hero half. 'I have to remember to thank Egon for lending me a few of his toys.' Fenton thought as he watched the rest of the fight. Charmcaster ignored this and focused on her main target - Gwen Tennyson who was still evading her rock warriors.

"Stop, please, I'm half empty." The beverage beseeched the lizard that was drinking from him.

"Now that's just a bad attitude because to me - your half full." Ben shouted once he heard what the smoothie had to say about his problem. Gwen outran her chasers once they tripped over their own feet.

"You two are useless." Their boss called out to them after seeing them fall.

"You're the one who's useless, Charmcaster. Can't even take on one powerless girl. Come on, hand to hand. No powers - just us, or are you afraid?" Gwen questioned and had a feeling that she was right about her plan.

"Oh, right. And now I get all angry, and slug it out with you, and you knock me out with my karate. So, how about instead I just shut you up. Forever!" The villain shouted out and shot a beam at the lady before her.

"Reverto mayos maha mehe." Gwen chanted and took her power back from her rival. "I have your old spell book." She admitted with a satisfied smirk on her face.

"No! You can't take the power back?! It's impossible! I crushed you!" The silver haired one shouted out as she could not come to grips that she was about to loose another one of her power boosts.

"You're only problem is that magic is the only thing you are about, but for me - magic is only one aspect of who I am." Gwen explained as she felt her power return to her.

"Get her, you useless piles of rock." Charcaster said to the two behind her after feeling the second power boost leave her completely. They followed her advice and charged, but the alien magician was ready for that.

"You are also not the only one to conjure up dimensional vortexes." The Anodite commented after doing just that. The portal forced the three into the cyclone with the first stone man falling in while the second one found a street light anchor.

"Help me! Help me, you brainless boob. Don't let go you useless lump." Charmcaster called out called out after grabbing the survivor's ankle.

'That tears it.' The creature thought as he has had enough of her insults and let go of his anchor which the woman realized he did that on purpose, but that was moot since she was already in the vortex.

"Man, a whole fight and I have to step out of it cause of THIS thing." Ben groused, holding up his watch. Sibella patted him comfortingly on the shoulders.

"There, there, Ben. There's always next time." The Violet Beauty soothed the hero of heroes.

"Good timing. That truck was really giving me a hard time. It was kind of humiliating." Kevin explained before getting smoothie spittle from Milla all over him while the other ones nearby were protected by Danny and Phantasma phasing it off of them. "Obviously just a warmup for this humiliation." He commented before looking up at the source of the problem.

"Sorry." The daughter of Godzilla said with an embarrassed smile down at them. Danny saw that there was still some sort of friction between Kevin and Gwen, so he decided to do something about it. Danny stood alone on the beach waiting for Kevin to get washed off.

"Good idea, for once, ghost-boy." Kevin said as he walked out of the sea and onto shore with not a drop of smoothie on him." It's the fastest way to get cleaned up. Even with my powers I'm still involved in a lot of spills." Fenton explained to the former bully.

"Where's Gwen?" Kevin questioned since the two left to the beach in a pretty big hurry, so he wasn't sure what happened to the others.

"Probably at home. You hurt her pretty bad." The spirit answered back with a true tone in his voice.

"I hurt her? I'm the one who looks like this…mostly because of you, but still she has done nothing about it." Kevin commented to the 'cause' of his problem.

"You stone faced simpleton." Danny shouted out but his comment was ignored by a 'whatever' which angered the D in BJD. "No, not whatever. She's spending every spare moment going through every spell book that she can get her hands on to try and help you. She's been doing that since the accident." He informed and that was when reality hit the mineral based man.

"She…she never told me." Levin confessed before facing the hero, and the raven haired youth could tell that it was a sincere comment.

"Should she have had to." Fenton stated before changing to hero mode and flew off, and left Levin alone with his thoughts.


End file.
